Terms and Conditions

Version 2.2 — March 4, 2026
Governing Law: Republic of Malta
Applies to: All Niftipay users and merchants

1. Introduction

These Terms and Conditions (“Terms”) govern access to and use of Niftipay, a crypto transaction facilitation platform operated by Retailrus Ltd., a company registered in Malta (“Retailrus,” “Niftipay,” “we,” “us,” or “our”).

Niftipay provides software services, APIs, and dashboards that enable merchants to initiate, route, execute, and monitor cryptocurrency transactions in accordance with applicable compliance requirements and platform configuration.

By accessing or using the Services, you agree to be bound by these Terms, the Retailrus Group Privacy Policy, and all applicable laws and regulations. If you do not agree, you must not access or use the Services.

2. Nature of the Services (Custodial Transaction Facilitation)

Niftipay provides crypto transaction facilitation services with technical custodial characteristics.

At the technical level, Niftipay:

generates and manages blockchain addresses used for transaction execution,
controls cryptographic private keys required to initiate and sign blockchain transactions, and
programmatically executes, forwards, consolidates, refunds, or withdraws crypto-assets based on predefined platform logic.

As a result of this architecture, Niftipay exercises technical custody over crypto-assets during transaction execution and settlement processes.

Scope and Limits of Custody

Custody exercised by Niftipay is:

transaction-bound and merchant-scoped,
operational and technical in nature, and
limited to what is necessary to perform payment execution, settlement, refunds, and withdrawals.

Niftipay does not:

offer consumer or end-user wallet products,
provide stored-value or general-purpose accounts,
pool crypto-assets across unrelated merchants,
provide discretionary asset management, trading, lending, staking, or investment services, or
accept, hold, safeguard, or process fiat funds.

Niftipay does not take ownership or beneficial interest in crypto-assets processed through the platform. Any custody arises solely as a functional consequence of transaction execution.

Further detail is provided in the Niftipay Custody & Funds Flow Statement, which forms part of the compliance framework governing the Services.

Non-Circumvention

Merchant agrees not to circumvent, bypass, or attempt to establish a direct or indirect processing, settlement, or commercial relationship with any acquiring partner, payment processor, liquidity provider, or service provider introduced or made available through Niftipay without Niftipay’s prior written consent. Any attempt to circumvent Niftipay’s payment infrastructure, partners, or commercial relationships shall constitute a material breach of this Agreement. In the event Niftipay reasonably determines that circumvention has occurred or is being attempted, Niftipay may immediately suspend processing services, terminate this Agreement, and withhold settlement or reserve funds pending investigation and resolution of any resulting liabilities, chargebacks, or contractual obligations.

3. Regulatory Positioning

Niftipay operates as a crypto transaction facilitation platform with technical custody characteristics.

Unless expressly stated otherwise in a future written update:

Niftipay does not hold itself out as a bank, deposit-taking institution, or consumer wallet provider,
Niftipay does not provide fiat custody or safeguarding services, and
Niftipay’s regulatory treatment may vary by jurisdiction based on transaction flows, custody characteristics, and applicable law.

Regulatory expectations, licensing requirements, or supervisory interpretations may evolve. These Terms may be updated accordingly to reflect material changes.

4. Eligibility

To use the Services, you must:

be at least 18 years old,
have legal capacity to enter into binding agreements,
operate a lawful business in a supported jurisdiction, and
successfully complete required KYC/KYB and compliance checks.

We may refuse, suspend, or terminate access where eligibility, compliance, legal, or risk requirements are not met. Periodic re-verification may be required.

5. Account Registration and Information Accuracy

Merchants must provide accurate, complete, and current information, including:

legal entity details,
ownership and control information (UBOs, directors, authorized signatories), and
settlement, withdrawal, and routing configuration details.

You must promptly update information that becomes inaccurate or outdated. Failure to maintain accurate information may result in restricted or suspended access.

6. AML/CTF and Compliance Controls

Niftipay operates a risk-based AML/CTF framework aligned with applicable standards, including EU AML Directives, UK MLR 2017, FinCEN, and FINTRAC guidance, as relevant to its operational role.

You acknowledge that:

transactions are subject to monitoring, sanctions screening, and behavioral analysis,
additional information or documentation may be requested,
transactions may be delayed, rejected, restricted, or paused for compliance reasons, and
Niftipay may be legally required to submit reports to Financial Intelligence Units (FIUs).

Niftipay is legally prohibited from disclosing whether any report has been made.

Any compliance-related restriction applies to transaction execution or facilitation and does not imply ownership, seizure, or beneficial use of crypto-assets.

7. Use of the Services

You agree to use the Services only for lawful purposes.

You must not:

facilitate or support illegal activity,
engage in money laundering, terrorist financing, or sanctions evasion,
attempt to bypass or interfere with compliance or security controls, or
misuse APIs or compromise system integrity.

You are solely responsible for:

your customers and counterparties,
products and services offered,
pricing, refunds, disputes, and consumer obligations.

Niftipay is not a party to transactions between merchants and end customers.

8. Merchant Representations and Warranties

You represent and warrant that:

your activities are lawful in all applicable jurisdictions,
you hold all required licenses and approvals,
submitted data and materials are accurate and authorized,
you comply with AML/CTF, sanctions, and consumer-protection laws, and
you maintain appropriate security and internal controls.

You agree to indemnify Niftipay against losses arising from breach of these representations.

9. Transaction Processing and Blockchain Risk

Niftipay executes blockchain transactions programmatically based on platform logic.

You acknowledge that:

blockchain transactions are irreversible,
completion depends on network confirmation and conditions, and
blockchain risks (congestion, forks, protocol failures) are outside Niftipay’s control.

Niftipay does not guarantee transaction finality, confirmation timing, or network performance. Refunds, reversals, and customer disputes are managed solely by merchants.

10. Fees and Settlement Logic

Fees are disclosed during onboarding or within merchant dashboards.

Fees relate to:

transaction execution,
custodial orchestration, and
platform usage.

Fees do not constitute:

fiat custody or safeguarding fees,
interest, float-based, or deposit-related charges.

Settlement timing depends on:

blockchain conditions,
merchant configuration,
compliance review outcomes, and
third-party providers.

Estimated timelines are not guarantees.

11. API and Developer Access

Use of APIs and developer tools must comply with technical documentation and applicable laws. We may suspend or revoke API access for misuse, security risk, or non-compliance without notice.

12. Data Protection

Personal data is processed in accordance with the Retailrus Group Privacy Policy.

You acknowledge that blockchain transactions are recorded on public ledgers outside Niftipay’s control and may be publicly accessible.

13. Intellectual Property

All intellectual-property rights in the Services belong to Retailrus Ltd. Unauthorized use is prohibited.

14. Service Availability

Services are provided on a best-efforts basis. Availability may be affected by maintenance, security events, regulatory action, or force majeure. No uninterrupted service is guaranteed.

15. Force Majeure

Niftipay is not liable for delays or failures caused by events beyond reasonable control, including regulatory action, cyber incidents, or infrastructure outages.

16. Limitation of Liability and Indemnity

To the maximum extent permitted by law:

Niftipay is not liable for indirect or consequential damages,
aggregate liability is capped at fees paid in the preceding three (3) months, and
Niftipay is not liable for losses arising from blockchain volatility, network failure, or inherent limitations of crypto-asset systems.

You agree to indemnify Niftipay against claims arising from misuse or breach of these Terms.

17. Suspension and Termination

We may suspend or terminate access for violations, compliance failures, or regulatory requirements.

Such actions do not imply ownership or beneficial interest in crypto-assets related to prior transactions.

18. Recordkeeping

Transaction and compliance records are retained for seven (7) years in accordance with AML/CTF obligations and internal retention policies.

19. Confidentiality

Confidential information is protected except where disclosure is legally required.

20. Changes to These Terms

We may update these Terms to reflect legal, regulatory, or operational changes. Continued use constitutes acceptance.

21. Dispute Resolution

Disputes shall first be addressed through good-faith negotiation. Unresolved disputes shall be settled by binding arbitration in Valletta, Malta, under Maltese law.

22. Governing Law and Language

These Terms are governed by the laws of Malta. The English version prevails in case of conflict.

23. Contact Information

Retailrus Ltd.
C110602 | VAT: MT32211832
Centris Business Gateway, Level 4/W
Central Business District, Birkirkara, Malta
Phone: +44 7300 206034
Email: [email protected]

Version Control

Version	Date	Description	Approved By
1.0	Nov 10, 2025	Initial release — Niftipay merchant & user terms	MLRO / Compliance Committee
1.1	Nov 10, 2025	Added arbitration, force majeure, API, and merchant warranties	MLRO / Compliance Committee
2.1	Jan 8, 2026	Aligned custody language with technical reality and compliance framework	MLRO / Compliance Committee
2.2	Mar 4, 2026	Added Non-Circumvention clause. Updated incorrect creation date in header	MLRO Committee