Services Agreement
Last updated: January 9, 2026
The Virtual EPS Services Agreement governs the use of the Virtual EPS platform by business users.
The Virtual EPS Services Agreement (the “Agreement”) is an agreement between you or the entity you represent (“User”) and M.M. VIRTUAL INFORMATION COMMUNICATION TECHNOLOGY LIMITED, trading under the brand name Virtual EPS (“Virtual EPS”, “Company”, “we”, “us”), and governs the User’s access to and use of the Services and the Virtual EPS technology platform (the “Technology”).
The Agreement consists of the general terms applicable to all Services and Technology, together with any additional terms, policies, or documents incorporated by reference (collectively, the “Terms”). Any country- or region-specific terms apply based on the User’s country of establishment or primary place of business, where applicable.
This Agreement becomes effective on the date the User first accesses or uses the Services or the Technology (the “Effective Date”) and continues until terminated by the User or Virtual EPS in accordance with this Agreement (the “Term”).
If you are accepting this Agreement on behalf of the User, you represent and warrant that you have full authority to legally bind the User to this Agreement. If the User is a sole proprietor, both the User and the individual accepting this Agreement agree to be personally bound by its terms.
Any disputes arising out of or in connection with this Agreement shall be resolved in accordance with the dispute resolution provisions set out herein and shall be subject to the governing law and jurisdiction specified in this Agreement.
Capitalized terms used in this Agreement that are not defined inline are defined in Section 12 (Definitions).
General Terms
1. Services
1.1 Services
Virtual EPS will make the Services available to the User and, where applicable, provide the User with access to a Virtual EPS dashboard, application programming interfaces (APIs), or other technical interfaces.
Virtual EPS may enable certain Services or technical features on the User’s behalf. The User may disable such Services or features by contacting Virtual EPS or, where functionality is made available, by opting out through the dashboard, APIs, or other applicable interfaces.
The User shall use the Services solely for the User’s business purposes and in accordance with all applicable documentation, technical specifications, and usage guidelines made available by Virtual EPS from time to time (the “Documentation”).
1.2 Restrictions
(a) General Restrictions
The User must not, and must not enable or allow any third party to:
(i) use the Services for personal, family, or household purposes;
(ii) circumvent, disable, or interfere with any technical limitations, safeguards, or security measures of the Services, or access or attempt to access any non-public Virtual EPS systems, networks, or data;
(iii) use the Services to engage in any fraudulent, deceptive, misleading, unlawful, exploitative, or harmful activity;
(iv) perform or attempt to perform any action that interferes with, disrupts, or degrades the operation of the Services or adversely affects other users’ access to or use of the Services;
(v) rent, lease, sublicense, assign, or otherwise transfer any rights granted under Section 1.1 (Services) to any third party without Virtual EPS’s prior written consent;
(vi) copy, reproduce, modify, republish, upload, post, transmit, resell, or distribute any part of the Services, Documentation, or Virtual EPS websites, except as expressly permitted by law or by Virtual EPS in writing;
(vii) attempt to create or access a Virtual EPS account on behalf of, or for the benefit of, any individual or entity whose access to the Services has been suspended or terminated by Virtual EPS, unless expressly approved by Virtual EPS;
(viii) use the Services as a service bureau, intermediary, or pass-through service without providing material value-added functionality to end customers; or
(ix) use the Services to conduct, facilitate, or support any business activity that is prohibited or restricted by any applicable payment processor, or to transact with or enable any individual or entity engaged in such prohibited or restricted activities, unless expressly approved in writing by the applicable processor.
(b) Age and Business Use Restrictions.
The Services are intended solely for use by businesses. The User represents that it is a legal entity or a natural person acting in a commercial or professional capacity.
If the User is a natural person, the User represents that it is at least eighteen (18) years of age or the age of majority in its jurisdiction, whichever is higher, and has full legal capacity to enter into this Agreement.
1.3 Support
Virtual EPS will provide Users with basic business and technical support for issues relating to the User’s Virtual EPS account and use of the Services through the support channels and Documentation made available by Virtual EPS.
Virtual EPS may offer optional paid support plans, which could include priority support, dedicated response times, or additional services beyond the basic support.
Virtual EPS is not obligated to provide support and may modify, suspend, or discontinue support services at any time without liability.
1.4 Preview Services
Virtual EPS may make certain Services or features available to the User on a trial, beta, or preview basis (“Preview Services”). Virtual EPS will indicate, through the dashboard, Documentation, or other communications, whether a Service or feature is a Preview Service.
By their nature, Preview Services may be incomplete, unstable, or contain errors or bugs. Use of Preview Services is at the User’s sole risk and discretion. Preview Services should not be used in production environments unless the User fully understands and accepts their limitations.
Unless Virtual EPS otherwise agrees in writing, the User’s use of Preview Services is confidential. The User agrees to provide timely feedback or responses regarding Preview Services when requested by Virtual EPS.
Virtual EPS may add, remove, or modify features of Preview Services, or suspend or terminate the User’s access to Preview Services at any time. Virtual EPS may communicate fees for any Preview Service separately from the standard platform fees.
To the maximum extent permitted by law, Virtual EPS provides no warranty, support, or indemnity in connection with Preview Services, and Virtual EPS’s aggregate liability arising from or relating to Preview Services is limited to the fees paid by the User to Virtual EPS for the Preview Service, if any.
1.5 Modifications; Updates
(a) Modifications
Virtual EPS may modify, suspend, or discontinue any aspect of the Services or the Technology at any time, including imposing conditions on the use of the Services or Technology, or ceasing to offer a Service or feature in a specific country or region.
Virtual EPS will provide the User with reasonable notice if a modification or discontinuation would materially reduce the functionality of a Service or Technology that the User is actively using, except where Virtual EPS determines that providing notice would:
(i) create a security risk for Virtual EPS or its systems; or
(ii) cause Virtual EPS to violate applicable law or regulatory obligations.
(b) Updates
Virtual EPS is not obligated to provide any updates, upgrades, or enhancements to the Services or Technology, but may do so at its discretion. If Virtual EPS provides an update, the User must implement it by the deadline specified in the notice. If no deadline is provided, the User should implement the update within thirty (30) business days of receiving notice.
1.6 Third-Party Services
Virtual EPS may reference, provide access to, or integrate with third-party services, products, or software (“Third-Party Services”).
The User’s use of any Third-Party Service is subject to that Third-Party Service’s own terms of use, privacy policies, and other applicable agreements, and is at the User’s sole risk.
Virtual EPS does not approve, endorse, or recommend any Third-Party Services and disclaims all responsibility and liability arising from or relating to the User’s use of any Third-Party Service.
2. License to Virtual EPS Technology
2.1 License
Subject to this Agreement, Virtual EPS grants the User a limited, worldwide, royalty-free, non-exclusive, non-transferable (except as allowed under Section 11.10 (Assignment)), non-sublicensable, revocable license during the Term to use the Virtual EPS Technology solely:
(i) as necessary to access and use the Services;
(ii) for the User’s business purposes; and
(iii) in compliance with applicable law, this Agreement, and the Documentation.
The Virtual EPS Technology is licensed, not sold, to the User by Virtual EPS. All updates, upgrades, new versions, and replacements of the Technology are governed by this Agreement, unless an update or new version is accompanied by a separate license, in which case the terms of that license will govern.
2.2 Exclusions
The license granted in this Section does not allow the User to, and the User agrees not to, use or run the Virtual EPS Technology in any manner other than in accordance with this Agreement and the Documentation.
The User may distribute elements of the Virtual EPS Technology explicitly identified by Virtual EPS as “distributable,” if any, provided that such distribution is solely in binary or object code form and subject to the terms of an end-user license agreement that is at least as protective of Virtual EPS and its licensors as the terms of this Section.
The User must not use the Virtual EPS Technology in a manner that would:
(i) require the disclosure, distribution, or provision of Virtual EPS Technology in source code form;
(ii) require licensing of the Virtual EPS Technology for the purpose of creating modifications or derivative works; or
(iii) permit redistribution of the Virtual EPS Technology free of charge.
The User must not remove, obscure, modify, or otherwise tamper with any notices or legends, including trademark, copyright, or other proprietary notices, contained in or on the Virtual EPS Technology.
2.3 Third-Party Software
The User acknowledges that open source software included in the Virtual EPS Technology may grant the User additional rights. If there is a conflict between an open source license and this Agreement with respect to open source code, the terms of the applicable open source license shall supersede any conflicting terms of this Agreement.
Portions of the Virtual EPS Technology may also incorporate third-party software, components, or other copyrighted materials, which are subject to their respective licenses.
2.4 Modifications and Reverse Engineering
Except to the extent prohibited by applicable law, the User must not, and must not enable any third party to, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, tamper with, translate, modify, or create derivative works of all or any part of the Virtual EPS Technology or any Services provided by Virtual EPS.
The User agrees not to remove, obscure, or alter any proprietary notices, including trademark, copyright, or other intellectual property notices, that may be affixed to or contained within the Virtual EPS Technology.
2.5 Transfer
The User must not rent, lease, lend, sell, share, redistribute, or sublicense the Virtual EPS Technology, or enable any third party to do so, except as expressly permitted under this Agreement or otherwise authorized in writing by Virtual EPS.
3. Virtual EPS Account Security
Virtual EPS is entitled to rely on any instruction or action taken within the User’s Virtual EPS account. The User must ensure that its Virtual EPS account is not accessed or modified by anyone other than the User and its authorized representatives, and must use commercially reasonable efforts to prevent unauthorized access, disclosure, or use of its account credentials (“Account Credentials”).
If the User believes that its Account Credentials have been improperly accessed, disclosed, or used, the User must promptly notify Virtual EPS and cooperate fully, including by providing any information reasonably requested by Virtual EPS.
Any action or inaction by Virtual EPS will not relieve the User of responsibility for the security of its Account Credentials or for any unauthorized access, disclosure, or use of its account.
The User is solely responsible for any losses, damages, or costs arising from or relating to hacking, tampering, or unauthorized access to the Services, the User’s Virtual EPS account, or any Protected Data, or from the User’s failure to implement reasonable anti-fraud or data security measures, except to the extent such losses, damages, or costs are caused by Virtual EPS’s gross negligence, fraud, or willful misconduct.
4. Privacy and Data Use
4.1 Data Processing Agreement
Each party will comply with the applicable Data Processing Addendum (DPA) which is incorporated into this Agreement by reference. The DPA sets out the respective obligations and responsibilities of the parties regarding the processing of Personal Data in connection with the Services.
4.2 Virtual EPS Data
The User will use Virtual EPS Data only as expressly permitted by this Agreement or any other written agreement between Virtual EPS and the User (or their Affiliates).
4.3 Data Breach Notification
The User must promptly notify Virtual EPS if the User becomes aware of any unauthorized acquisition, modification, disclosure, access to, or loss of Personal Data on the User’s systems that was provided to or used by Virtual EPS in connection with the Services.
4.4 Retention of Data
Virtual EPS is not obligated to retain data that it receives from or through the User after the Term, except as:
(a) required by applicable law;
(b) reasonably necessary for Virtual EPS to perform any post-termination obligations;
(c) expressly stated otherwise in this Agreement; or
(d) otherwise agreed in writing by the parties.
4.5 Third-Party Data User Provides
If the User enables Services or functionality that provide Virtual EPS access to data, including Personal Data and Content, from the User’s third-party service providers (“Third-Party Data”), then the User authorizes Virtual EPS to access and use such Third-Party Data, and the User must obtain all necessary rights and consents from the applicable individuals and third parties sufficient to enable Virtual EPS to lawfully collect, use, retain, and disclose the Third-Party Data.
Virtual EPS will use Third-Party Data as described in this Agreement and to:
(a) secure, provide, and maintain the Virtual EPS Services;
(b) comply with applicable law and any requirements imposed by financial processors; and
(c) prevent and mitigate fraud, financial loss, or other harm.
The User must not provide Protected Health Information to Virtual EPS as part of Third-Party Data. The User remains liable for any disclosure of Protected Health Information to Virtual EPS when providing access to Third-Party Data.
4.6 Controls
Each party will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect data in its possession or under its control from unauthorized access, accidental loss, or unauthorized modification.
Virtual EPS will comply with its obligations as set out in the Data Security Exhibit to the Data Processing Addendum (DPA).
5. Intellectual Property
5.1 Ownership; Intellectual Property Rights
(a) IP Rights. As between the parties, Virtual EPS, its Affiliates, and its third-party licensors own all intellectual property rights (“IP Rights”) in the Services, the Virtual EPS Technology, Virtual EPS Data, the Virtual EPS Marks, the Documentation, and the Virtual EPS platform or website. All rights not expressly granted in this Agreement are reserved.
(b) Reservation of Rights. Nothing in this Agreement assigns or transfers ownership of any IP Rights to the User, or contemplates the joint development of intellectual property between the parties.
(c) Rights and Permissions. The User will ensure that its use of the Services and Virtual EPS Technology does not violate or infringe upon any third-party rights, including IP Rights. If the User provides Content to Virtual EPS, the User represents that it has obtained all necessary rights and permissions to share the Content and enable Virtual EPS’s use of the Content. The User grants Virtual EPS, on behalf of itself and its Affiliates, a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to use the Content to develop, improve, and provide the Services and Virtual EPS Technology, and for Virtual EPS’s internal business purposes.
5.2 Feedback
During the Term, the User may provide feedback, suggestions, or ideas (“Feedback”) to Virtual EPS. Except as indicated in Section 1.4 (Preview Services), Feedback is provided voluntarily, and the User grants Virtual EPS, on behalf of itself and its Affiliates, a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to use, reproduce, modify, and incorporate such Feedback for any purpose, including the development, improvement, and provision of the Services and Virtual EPS Technology.
5.3 Marks Usage
(a) License Grant. Subject to this Agreement, each party (or its applicable Affiliates) grants to the other party a worldwide, non-exclusive, non-transferable (except as allowed under Section 11.10 (Assignment)), non-sublicensable (except to its Affiliates and financial processors, as applicable), royalty-free license during the Term to use the granting party’s trademarks, service marks, trade names, logos, or other brand identifiers (collectively, “Marks”) solely to provide the Services to the User and to identify Virtual EPS as the User’s service provider. All goodwill generated from the use of the grantor party’s Marks will inure to the sole benefit of the Mark owner.
(b) Virtual EPS’s Permitted Uses of User’s Marks. Virtual EPS and its Affiliates may refer to the User as a user of the Services in their financial disclosure documents. Virtual EPS and its Affiliates may use the User’s Marks:
(i) on Virtual EPS webpages, dashboards, or apps that identify Virtual EPS’s customers or users;
(ii) in Virtual EPS sales, marketing materials, and communications; and
(iii) in connection with any promotional activities mutually agreed upon in writing.
When using the User’s Marks, Virtual EPS must comply with any usage terms or guidelines that the User provides to Virtual EPS in writing.
(c) User’s Permitted Uses of Virtual EPS Marks. When using Virtual EPS’s Marks, the User must comply with the terms and guidelines provided by Virtual EPS in writing, and any usage rules included in the Documentation or communicated separately by Virtual EPS.
6. Confidentiality
The recipient of Confidential Information will use reasonable care to prevent its disclosure. The recipient may disclose Confidential Information only to its directors, employees, contractors, agents, professional advisors, and third-party auditors (and, where Virtual EPS is the recipient, to its financial processors, their Affiliates, and Virtual EPS’s third-party service providers, as reasonably necessary to perform the Services) who have a legitimate need to know such information and are subject to confidentiality obligations at least as protective as those in this Agreement.
The recipient may disclose Confidential Information if required by applicable law, subpoena, court order, or direction of a governmental authority, provided that, to the extent permitted by law, the recipient notifies the discloser in advance and provides reasonable assistance, at the discloser’s cost, if the discloser wishes to contest the disclosure.
These confidentiality obligations do not apply to information that the recipient can demonstrate through written documentation:
(a) is or becomes publicly available through no fault of the recipient;
(b) the recipient knew or possessed without restriction prior to receiving it from the discloser;
(c) the recipient received from a third party without breach of confidentiality obligations; or
(d) the recipient independently developed without using the discloser’s Confidential Information.
7. Fees; Taxes;
7.1 Virtual EPS Fees
(a) Fees. The User will pay Virtual EPS a per-transaction fee in accordance with the tiered structure set out in the Documentation or other communications from Virtual EPS. Unless otherwise agreed in writing, all payment obligations are non-cancelable and fees already paid are non-refundable.
(b) Transaction Fees Only. Virtual EPS does not charge subscription fees. Fees are calculated on a per-transaction basis and may vary based on volume tiers, as specified in the Documentation or other communications provided by Virtual EPS.
(c) Updates to Fees. Subject to applicable law, Virtual EPS may revise its Fees at any time. Virtual EPS will provide the User with at least thirty (30) business days’ notice (or longer if required by law) of any increase to Fees or any new fees for the Services.
(d) Fee Waivers. Virtual EPS may offer Services without charge, or waive a Fee for a particular Service, and may start charging a Fee for that Service upon at least thirty (30) business days’ notice (or longer if required by law) to the User. Taxes may still be collected on waived Fees.
(e) Fee Credits. If the User receives a Fee Credit, the terms communicated by Virtual EPS at the time of the credit will govern its application.
7.2 Collection of Fees and Other Amounts
(a) The User must pay, or ensure that Virtual EPS is able to collect, all Fees, applicable Taxes, and any other amounts owed to Virtual EPS under this Agreement when due. Fees are calculated on a monthly basis based on the User’s transaction volume and applicable tiered rates.
(b) Virtual EPS may collect all amounts owed by the User by invoicing the User, charging the User’s designated payment method, or deducting amounts from any account maintained with Virtual EPS for fee collection purposes.
(c) If Virtual EPS is unable to collect any amounts due from the User, or if the User’s account balance with Virtual EPS is insufficient to cover the amounts owed, Virtual EPS may, to the extent permitted by law, deduct, recoup, or set off these amounts from any of the following:
(i) any reserve or security deposit established by Virtual EPS for the User;
(ii) funds payable by Virtual EPS to the User;
(iii) the User’s account balance with Virtual EPS; or
(iv) any backup payment method provided by the User.
(d) If the currency of the amount being collected differs from the currency of the amount owed, Virtual EPS may collect an amount equal to the amount owed using Virtual EPS’s conversion rate, together with any fees incurred in making the conversion.
(e) If Virtual EPS reasonably believes it has transferred funds to the User in error, Virtual EPS may deduct, recoup, or set off those funds in accordance with this Agreement.
7.3 Taxes
(a) Exclusion of Taxes. The Fees do not include any applicable taxes, levies, duties, or similar governmental charges (“Taxes”), unless expressly stated otherwise in the Documentation or other communications from Virtual EPS.
(b) User’s Tax Responsibilities. The User is solely responsible and liable for:
(i) determining which, if any, Taxes apply to its use of the Services or to any transactions processed through the Services; and
(ii) assessing, collecting, reporting, and remitting Taxes for its business to the appropriate tax and revenue authorities.
(c) Payment of Taxes.
(i) If Virtual EPS is required by law to collect or withhold any Taxes, Virtual EPS may include those Taxes on the invoice sent to the User and remit them to the appropriate taxing authority. If the User is exempt from paying, or is otherwise eligible to pay a reduced rate of, such Taxes, the User may provide Virtual EPS with a valid certificate or other documentation satisfying applicable legal requirements, in which case Virtual EPS will not apply the Taxes covered by that certificate.
(ii) The User must provide accurate information regarding its tax affairs as reasonably requested by Virtual EPS and promptly notify Virtual EPS if any prepopulated or previously provided information is inaccurate or incomplete. Virtual EPS may provide tax-related documentation to the User and to the relevant tax authorities, including filing periodic informational returns as required by law. The User agrees that Virtual EPS may deliver such documents electronically.
8. Limitation of Liability
8.1 Nature of Claims and Failure of Essential Purpose
The exclusions and limitations in this Section 8 (Limitation of Liability) apply regardless of the legal theory or form of action and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
8.2 Disclaimers
Virtual EPS provides the Services and Virtual EPS Technology “as is,” and to the maximum extent permitted by law, Virtual EPS makes no warranties and disclaims all warranties and statutory guarantees, including implied warranties of fitness for a particular purpose, merchantability, and non-infringement, as well as any implied warranties arising from any course of dealing, course of performance, or usage in trade.
Virtual EPS does not warrant that the User’s use of the Services and Virtual EPS Technology will be uninterrupted, error-free, or compliant with applicable law. Virtual EPS is not liable for delays, failures, or problems inherent in the use of the internet, electronic communications, or other systems outside Virtual EPS’s control.
8.3 Limitation on Indirect Liability
Except for Excluded Claims, to the maximum extent permitted by law, neither party will have any liability under or in connection with this Agreement for any indirect, consequential, special, reliance, incidental, or punitive damages, including but not limited to lost revenue, profits, savings, or goodwill, business interruption, personal injury, property damage, or loss of data, whether in contract, negligence, strict liability, tort, or any other legal or equitable theory, even if such losses, damages, or costs are foreseeable, and whether or not the parties have been advised of their possibility.
8.4 Liability Cap
Except for Excluded Claims, a party’s total aggregate liability for damages and losses arising out of or relating to this Agreement (including any Data Incident Losses) is limited to the total Fees the User paid to Virtual EPS (excluding any pass-through fees levied by payment processors) in connection with the transaction(s) giving rise to liability.
The User’s payment obligations, including Fees, assessed fines, and Taxes, are not limited by this Section 8.4.
8.5 Responsibility for Merchant Fees and Charges
Virtual EPS is not responsible for any fees, surcharges, or service charges the User applies to its Customers, including payment processor fees, platform fees, or other charges. The User is solely responsible for ensuring that all fees, surcharges, or service charges comply with applicable consumer protection, pricing, and payment instrument regulations in its jurisdiction. Virtual EPS provides the platform for the User’s use only and does not provide legal advice. The User agrees to seek independent counsel as needed.
9. Indemnification
9.1 Indemnities
(a) General Indemnities. Subject to Section 9.2 (Limitations on Indemnity), the User will indemnify Virtual EPS, its Affiliates, and their directors, employees, and agents for all losses arising from the User’s use of the Services or Virtual EPS Technology, gross negligence, willful misconduct, fraud, or material breach of this Agreement.
(b) IP Indemnities.
(i) Indemnity. Subject to Section 9.2 (Limitations on Indemnity), each party will indemnify the other party, its Affiliates, and their directors, employees, and agents for all losses to the extent they arise from an intellectual property claim (“IP Claim”), except that this indemnification obligation does not apply if the indemnified party uses the materials in combination with other materials not provided by the indemnifying party (and the materials provided by the indemnifying party would not infringe absent the combination).
(ii) Remedial Actions. If an IP Claim arises, the indemnifying party may, at its sole discretion and expense modify the materials it provided to be non-infringing, replace them with non-infringing alternatives, or obtain a license for the indemnified party to continue using the materials; or upon thirty (30) business days’ notice, terminate the indemnified party’s use of the infringing materials.
(iii) Exclusive Remedies. This Section 9.1(b) states the indemnifying party’s entire liability to the indemnified parties, and the indemnified parties’ sole and exclusive rights and remedies, with respect to an IP Claim.
9.2 Limitations on Indemnity
An indemnifying party’s obligations under Section 9.1 do not apply to the extent that the claim or losses arise from the negligence, fraud, willful misconduct, or breach of this Agreement by the indemnified party.
9.3 Defense of Claims
If the indemnified party seeks to enforce an indemnity under this Agreement, it must promptly notify the indemnifying party of the applicable claim and allow the indemnifying party to take exclusive control of its defense and settlement. The indemnified party must cooperate with and provide reasonable assistance to the indemnifying party in conducting such defense and settlement, at the indemnifying party’s expense.
The indemnifying party will control the defense and settlement at its expense but will not enter into any settlement that imposes any obligation on the indemnified party (other than payment of money, which the indemnifying party must pay) without the indemnified party’s prior written consent.
A delay or failure by the indemnified party in notifying the indemnifying party of a claim will not relieve the indemnifying party of its indemnity obligations, except to the extent the indemnifying party has been prejudiced by such delay or failure.
10. Suspension; Termination
10.1 Suspension and Termination
(a) Termination by User
(i) Termination for Convenience. The User may terminate this Agreement at any time by closing its Virtual EPS account by contacting Virtual EPS.
(ii) Termination for Cause. The User may terminate this Agreement immediately upon notice to Virtual EPS if Virtual EPS materially breaches this Agreement and, if capable of cure, does not cure the breach within ten (10) business days after receiving notice specifying the breach.
(b) Suspension and Termination by Virtual EPS
(i) Suspension. Virtual EPS may immediately suspend the User’s access to the Virtual EPS Technology and use of any or all of the Services if:
1. Virtual EPS reasonably believes that providing the Services to the User would cause Virtual EPS or the User to violate any law, governmental authority requirement or directive, or, if applicable, the terms of any connected payment processor;
2. a User Insolvency Event occurs;
3. the User breaches this Agreement or any other agreement between the parties;
4. Virtual EPS reasonably believes the User’s activity degrades, or may degrade, the security, privacy, stability, or reliability of the Virtual EPS Services, Virtual EPS Technology, or any third party system;
5. Virtual EPS reasonably believes the User is engaged in a business or activity that may be unlawful, enables or facilitates (or may enable or facilitate) illegal or prohibited transactions, may be harmful to a third party, or otherwise presents an unacceptable risk to Virtual EPS;
6. Virtual EPS reasonably believes the User’s activity increases, or may increase, the rate of fraud observed by Virtual EPS;
7. the User does not promptly respond to Virtual EPS’s request for information; or
8. the User does not promptly update its implementation of the Services or Virtual EPS Technology to the latest production version Virtual EPS recommends or requires.
(ii) Termination.
1. Termination for Convenience. Unless otherwise agreed in writing, Virtual EPS may terminate this Agreement or close the User’s Virtual EPS account at any time. Virtual EPS will notify the User in accordance with applicable law.
2. Termination for Cause. Virtual EPS may immediately terminate this Agreement or revoke access to any part of the Services or Virtual EPS Technology if:
- the User materially breaches this Agreement and, if capable of cure, does not cure the breach within ten (10) business days after receiving notice specifying the breach; or
- any event listed in Section 10.1(b)(i) occurs.
Virtual EPS will notify the User in accordance with applicable law.
10.2 Effect of Termination
Upon termination of this Agreement, the User’s rights to use the Services and the Virtual EPS Technology immediately cease. The User must immediately stop accessing the Services and delete all license keys, access keys, and copies of the Virtual EPS Technology.
Termination will not relieve the User of its obligation to pay any amounts payable to Virtual EPS for the period prior to the effective date of termination. Unless stated otherwise, termination of this Agreement will not affect any other agreement between the parties or their Affiliates.
10.3 Survival
The following provisions will survive termination of this Agreement:
(a) the User’s obligation to pay Fees;
(b) Sections 3 (Account Security), 5.1 (Ownership; Intellectual Property Rights), 5.2 (Feedback), 7 (Fees; Taxes), to the extent applicable to Services provided or to Transactions submitted during the Term; 8 (Limitation of Liability), 9 (Indemnification), 10.2 (Effect of Termination), 11.2 (Notices and Communications), 11.3 (Governing Law), 11.4 (Dispute Resolution; Agreement to Arbitrate), 11.7 (Entire Agreement), 11.8 (Modification), 11.9 (Order of Precedence), 11.10 (Assignment), 11.11 (Severability), 11.12 (Waivers), 11.13 (Force Majeure), 11.14 (No Agency), 11.15 (Cumulative Rights; Injunctions), 11.17 (Interpretation), 12 (Definitions), to the extent used in a surviving clause;
(c) Section 4 (Privacy and Data Use), for so long as Virtual EPS or the User holds Virtual EPS Data or Personal Data, as applicable;
(d) the DPA, for so long as Virtual EPS holds Personal Data or Protected Data, except for provisions regarding a Data Incident where the User is the data custodian, which will survive for as long as the User holds Virtual EPS Data or Personal Data; and
(e) trade secrets, indefinitely, and all other confidentiality obligations, for three (3) years after the date of termination.
11. General Provisions
11.1 Compliance with Law
Each party must comply with all laws applicable to its business in performing its obligations or exercising its rights under this Agreement. The User is solely responsible for evaluating and configuring the Services to ensure compliance with the User’s legal obligations.
11.2 Notices and Communications
Notices to Virtual EPS. Unless this Agreement states otherwise, for notices to Virtual EPS, contact Virtual EPS using the designated support or legal contact. A notice the User sends to Virtual EPS is deemed received when Virtual EPS actually receives it.
Communications to User. Virtual EPS may send communications to the User by email, postal mail, or other delivery service to the contact information provided by the User. A communication from Virtual EPS is deemed received by the User on the earliest of:
(i) when received in the User’s email inbox;
(ii) three (3) business days after being sent by physical mail; or
(iii) when delivered, if sent by a courier or delivery service.
11.3 Governing Law
This Agreement, and any dispute, claim, or controversy arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to its conflict of law principles.
11.4 Dispute Resolution; Agreement to Arbitrate
(a) Binding Arbitration.
(i) Claims Subject to Arbitration. Except as stated otherwise in Section 11.4(a)(ii), all disputes, claims, and controversies, whether based on past, present, or future events, including those arising out of or relating to statutory or common law and the breach, termination, enforcement, interpretation, or validity of any provision of this Agreement, shall be finally resolved by binding arbitration conducted by a single arbitrator.
(ii) Claims Not Subject to Arbitration. All disputes, claims, and controversies principally related to a party’s intellectual property rights shall be resolved by litigation. The parties submit to the non-exclusive jurisdiction of the courts of the Republic of Cyprus for such disputes.
(iii) Non-Waiver of Arbitration. The submission of claims to law enforcement or governmental authorities, the exercise of any lawful self-help remedies, or the seeking of injunctive or provisional relief from a court of competent jurisdiction shall not constitute a waiver of any right to compel arbitration under this Agreement.
(iv) Procedural Matters. Arbitration shall be conducted in English. The seat of arbitration shall be the Republic of Cyprus. The arbitration shall be conducted in accordance with the Cyprus Arbitration Law, including the Arbitration Law, Cap. 4, and, where applicable, the International Commercial Arbitration Law (Law No. 101/1987), as amended.
(v) Award. Subject to the limitations of liability set out in this Agreement, the arbitrator may award monetary damages and any other remedies permitted under applicable Cypriot law. The arbitrator shall have no authority to modify or amend any provision of this Agreement. The arbitrator shall issue a reasoned, written decision to each party.
(vi) Final and Binding Effect. The arbitral award shall be final and binding on the parties and shall be deemed to have been made at the seat of arbitration. Each party shall promptly comply with the award.
(vii) Enforcement. Any arbitral award, whether interim or final, may be confirmed or enforced in any court of competent jurisdiction, including the courts of the Republic of Cyprus.
(b) Notice of Disputes. Before commencing arbitration, the party asserting a dispute shall provide the other party with a written notice of dispute. The notice must:
(i) provide the party’s name, email address, and mailing address;
(ii) describe the nature and factual and legal basis of the dispute; and
(iii) detail the specific relief sought.
The parties shall cooperate in good faith to verify identity and authority as reasonably requested. If the dispute is not resolved within thirty (30) business days after delivery of the notice, either party may commence arbitration in accordance with this Section.
(c) Confidentiality of Arbitration. The parties shall treat as confidential the existence of the arbitration, the arbitration proceedings, the hearing, and the arbitral award, except to the extent disclosure is required:
(i) to prepare for or conduct the arbitration;
(ii) to seek interim or final judicial relief or enforce an award;
(iii) in confidential settlement discussions;
(iv) to professional advisers bound by confidentiality obligations; or
(v) as otherwise required by Law.
(d) Conflict of Rules. In the event of any conflict between this Section 11.4 and the applicable arbitration rules or law, this Section 11.4 shall prevail to the extent permitted by Law.
11.5 Legal Fees and Costs
In any dispute, litigation, arbitration, or other legal proceeding arising out of or relating to this Agreement, the arbitrator or court may award to the prevailing party, if any, its reasonable attorneys’ fees and costs incurred in connection with such proceeding.
Notwithstanding the foregoing, if the User is liable for any amounts owed under this Agreement, the User is also liable for all costs incurred by Virtual EPS during the collection of those amounts. Such collection costs include reasonable attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related costs.
11.6 Trade Control
User must not use or otherwise export, re-export, or transfer the Virtual EPS Technology except as authorized by the laws of the jurisdiction(s) in which the Virtual EPS Technology is distributed and obtained, including by providing access to the Virtual EPS Technology (a) to any individual or entity ordinarily resident in a High-Risk Jurisdiction; or (b) to any High-Risk Person.
By using the Virtual EPS Technology, User represents and warrants that User is not:
(i) located in or organized under the laws of any High-Risk Jurisdiction;
(ii) a High-Risk Person; or
(iii) owned 50% or more, or controlled, by individuals or entities (x) located in or, as applicable, organized under the laws of any High-Risk Jurisdiction; or (y) any of whom or which is a High-Risk Person.
User must not use the Services or Virtual EPS Technology for any purposes prohibited by Law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons.
11.7 Entire Agreement
This Agreement, together with any separate written agreement relating to Fees, constitutes the entire agreement and understanding of the parties with respect to the Services, and supersedes all prior and contemporaneous agreements and understandings.
11.8 Modification
Virtual EPS may modify this Agreement (or any portion of it) at any time by posting a revised version of the modified portion(s) on the Virtual EPS Legal Pages or by notifying User. The modified Agreement is effective upon posting or as stated in the notice, if Virtual EPS notifies User. By continuing to use the Services after the effective date of any modification to this Agreement, User agrees to be bound by the modified Agreement. User is responsible for checking the Virtual EPS Legal Pages regularly for modifications to this Agreement. Except as this Agreement otherwise allows, this Agreement may not be modified except in writing signed by the parties.
11.9 Order of Precedence
If any term in these General Terms conflicts with a term in any Service Terms or terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state otherwise, the order of precedence is: (a) the Service Terms; (b) these General Terms; and (c) all terms incorporated by reference into this Agreement.
11.10 Assignment
User may not assign or transfer any of its rights or obligations under this Agreement without Virtual EPS’s prior consent (which consent will not be unreasonably withheld or delayed). However, User may assign this Agreement in its entirety to its successor resulting from a merger, acquisition, or sale of all or substantially all of User’s assets or voting securities, provided that User provides Virtual EPS with prompt written notice of the assignment and the assignee agrees in writing to assume all of User’s obligations under this Agreement and complies with Virtual EPS’s procedural and documentation requirements to give effect to the assignment. Any attempt by User to transfer or assign this Agreement, except as expressly authorized above, will be void. Virtual EPS may assign and transfer its rights and obligations under this Agreement (in whole or in part) without User’s consent. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.
11.11 Severability
If any court or Governmental Authority determines that a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.
11.12 Waivers
A waiver must be in writing and signed by the waiving party to be effective. A party’s failure to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce that provision.
11.13 Force Majeure
Neither party will be liable for any failure or delay in performance to the extent caused by a Force Majeure Event. Nothing in this Section 11.13 will excuse User’s obligation to pay any Fees or other amounts due under this Agreement.
11.14 No Agency
Each party to this Agreement is an independent contractor. Nothing in this Agreement establishes a partnership, joint venture, general agency, trust, or fiduciary relationship between Virtual EPS and User. If this Agreement expressly establishes an agency relationship for a specific purpose, that agency is strictly limited to the stated appointment and purpose and implies no additional duties or obligations. User acknowledges that Virtual EPS has no fiduciary duties or obligations to User or any other person except as expressly stated in this Agreement.
11.15 Cumulative Rights; Injunctions
The rights and remedies of the parties under this Agreement are cumulative. Each party may exercise any of its rights or remedies under this Agreement, along with all other rights and remedies available at Law or in equity. Any material breach by a party of Sections 2 (License to Virtual EPS Technology), 4 (Privacy and Data Use), 5 (Intellectual Property), and 6 (Confidentiality) could cause the non-breaching party irreparable harm for which no adequate remedy at Law exists. Accordingly, the non-breaching party is entitled to seek specific performance or injunctive relief for such a breach.
11.16 Subcontractor and Affiliates
Virtual EPS may use subcontractors or its Affiliates in the performance of its obligations under this Agreement. Virtual EPS remains responsible for its overall performance under this Agreement and for having appropriate written agreements in place with its subcontractors and Affiliates to enable Virtual EPS to meet its obligations under this Agreement.
11.17 Interpretation
(a) No provision of this Agreement will be construed against a party on the basis of that party being the drafter.
(b) References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.
(c) All references in this Agreement to any terms, documents, or Law are to those items as they may be amended, supplemented, or replaced from time to time. All references to APIs and URLs are references to those APIs and URLs as they may be updated or replaced.
(d) The section headings of this Agreement are for convenience only and have no interpretive value.
(e) Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld in the party’s sole and absolute discretion.
(f) References to “business days” means weekdays on which banks are generally open for business in the country in which Virtual EPS is located. Unless specified as business days, all references in this Agreement to days, months, or years mean calendar days, calendar months, or calendar years.
(g) Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination.
(h) The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
12. Definitions
“Virtual EPS” means the legal entity that owns and operates the Virtual EPS platform and provides the Services to the User under this Agreement, as identified in the applicable Service Terms or otherwise disclosed to the User. Where relevant, references to Virtual EPS include its Affiliates involved in providing the Services.
“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.
“API” means an application programming interface.
“Assessed Fines” means assessments, penalties, fines, and fees imposed by Governmental Authorities or Payment Processors arising out of or relating to the User’s use of the Services.
“Business Purpose” means the operational activities, functions, or objectives of the User, including activities relevant to carrying out its organizational, commercial, non-profit, or governmental mission.
“Change of Control” means (a) any transaction in which a third party acquires beneficial ownership of more than 50% of a party’s voting securities or equity interests; (b) a merger or consolidation involving a party; (c) a sale of all or substantially all of a party’s assets; or (d) any transaction having a substantially similar effect, excluding an initial public offering or public listing.
“Claim” means any claim, demand, investigation, arbitration, or legal proceeding brought by a third party against an indemnified party.
“Communication” means any written or electronic transmission of information, including notices, disclosures, approvals, authorizations, agreements, or instructions.
“Confidential Information” means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.
“Content” means all text, images, files, and other data (excluding Personal Data) that the User provides, uploads, or transmits in connection with the Services.
“Control” means direct or indirect ownership of more than 50% of the voting power or equity of an entity.
“Customer” means an end user, client, customer, or donor of the User.
“Data Incident” means an unauthorized or unlawful access, use, disclosure, loss, alteration, or destruction of Personal Data in a party’s possession or control.
“Data Incident Losses” means Losses arising from a Data Incident to the extent caused by (a) the indemnifying party’s material breach of this Agreement; (b) the indemnified party’s compliance with the indemnifying party’s instructions; or (c) the indemnifying party’s violation of applicable Law.
“Documentation” means technical documentation, specifications, guides, and implementation materials made available by Virtual EPS in connection with the Services.
“DPA” means the data processing agreement incorporated into this Agreement by reference or otherwise made available by Virtual EPS.
“Excluded Claims” means claims arising from (a) gross negligence, fraud, or willful misconduct; (b) breach of confidentiality obligations; or (c) indemnification obligations expressly stated in this Agreement.
“Feedback” means suggestions, ideas, comments, or other input relating to the Services.
“Fees” means the per-transaction fees payable by the User to Virtual EPS, calculated according to the applicable pricing tiers and invoiced on a periodic basis.
“Force Majeure Event” means an event beyond a party’s reasonable control, including natural disasters, pandemics, labor disputes, acts of government, war, terrorism, infrastructure failures, or interruptions to telecommunications or utilities.
“General Terms” means Sections 1 through 12 of this Agreement.
“Governmental Authority” means any governmental, regulatory, or administrative authority with jurisdiction over the parties or the Services.
“High-Risk Jurisdiction” means a jurisdiction subject to sanctions, embargoes, or restrictions under applicable Law.
“High-Risk Person” means an individual or entity subject to sanctions or restrictions under applicable Law.
“IP Claim” means a third-party claim alleging infringement of Intellectual Property Rights.
“IP Rights” means all intellectual property rights, including copyrights, patents, trademarks, trade secrets, and similar rights worldwide.
“Law” means all applicable laws, regulations, and binding governmental requirements.
“Losses” means amounts finally awarded to a third party and reasonable legal fees incurred in connection with a Claim.
“Mark” means a trademark, service mark, logo, or trade name.
“Materials” means any software, documentation, data, or other materials provided by a party under this Agreement.
“Payment Processor” means a third-party provider that processes, authorizes, settles, or otherwise handles payment transactions for the User.
“Personal Data” means information relating to an identifiable natural person processed in connection with the Services.
“Preview Service” means any pre-release, beta, or evaluation version of the Services.
“Protected Data” means Personal Data and User Information.
“Service” means the software-based services provided by Virtual EPS, excluding payment processing and funds handling.
“Service Terms” means any additional terms applicable to specific Services.
“Transaction” means a payment event or activity reported to Virtual EPS by the User or a Payment Processor for purposes of analytics, routing, monitoring, or fee calculation, excluding settlement or funds movement.
“User” means the legal entity or individual entering into this Agreement with Virtual EPS.
“User Information” means information provided by the User to Virtual EPS for account administration, compliance, or operational purposes.