Terms of Service

These terms govern your use of the Novupay website and payment processing services. They set out who can use Novupay, what we provide, what you must and must not do, how fees, reserves and settlement work, and how the relationship can end.

Last updated: 16 September 2026

This document is maintained in English, which is the governing version. Questions about these terms go to business@novupay.com.

1. Acceptance and eligibility

These terms are an agreement between Novupay ("Novupay", "we", "us", "our"), a company incorporated in Costa Rica, and you. Our corporate and registered details are available on request — see section 24.

By accessing novupay.com, submitting an application, or using any Novupay service, you accept these terms. If you do not accept them, do not use the website or the services.

Novupay provides services to businesses only. We do not provide services to consumers. By applying for or using the services, you confirm that:

  • you are acting on behalf of a business, not as an individual consumer;
  • you are at least 18 years old and have the authority to bind that business to these terms;
  • the business is validly incorporated or registered and in good standing where it operates;
  • neither you nor the business is located in, incorporated in, or controlled from a Sanctioned Jurisdiction, and neither is a Sanctioned Person.

Where you have signed a separate written agreement with Novupay (a "Merchant Agreement"), that agreement governs the commercial terms of the relationship. If these terms and the Merchant Agreement conflict, the Merchant Agreement prevails for anything it covers.

2. Definitions

Card Scheme — Visa, Mastercard, and any other card network, wallet provider (including Apple Pay and Google Pay) or local payment method operator whose rules apply to a Transaction.

Cardholder or Payer — the person who makes a payment to you through the services.

Chargeback — a Transaction that is reversed by a Card Scheme, issuer or Cardholder for any reason, together with any associated fees and penalties.

Fee Schedule — the fees applicable to your account, as set out in your Merchant Agreement or otherwise agreed with you in writing.

Merchant or you — the business that applies for or uses the services.

Reserve — any amount withheld from settlement under section 8.

Sanctioned Jurisdiction — any country or territory that is the target of comprehensive sanctions imposed by the United Nations, the United States, the European Union, the United Kingdom or any other authority whose sanctions apply to Novupay or its partners.

Sanctioned Person — any person or entity named on a sanctions list maintained by any of the authorities above, or owned or controlled by such a person.

Settlement — the payment by Novupay to you of Transaction proceeds, less fees, Reserves, Chargebacks, refunds and any other amounts you owe us.

Transaction — a payment made by a Payer to you through the services.

3. The services we provide

Novupay provides fiat payment acceptance for online businesses. Through the services, you can accept payments from your customers by card, Apple Pay, Google Pay and, where agreed with you, local payment methods, and receive Settlement in crypto or fiat.

Pay-ins only. The services cover the acceptance of payments from your customers to you. We do not provide payouts, disbursements, withdrawals or transfers from you to your customers or any third party. If your business model requires payouts, you must arrange these separately.

Coverage. The services are available to merchants and Payers worldwide, excluding Sanctioned Jurisdictions and any other country we notify to you.

Checkout. Payers complete payment within a Novupay-operated checkout flow. The configuration of that flow does not change any verification, age-gating, licensing or other obligation you owe your own customers under the laws that apply to your business (see section 5). We may apply limits, additional checks or further verification to any Payer or Transaction at any time where we consider it necessary for risk, fraud, legal or compliance reasons (see section 11).

Availability. The specific features, payment methods, currencies and settlement options available to you depend on your account, your business and what we agree with you. We may add, change or withdraw features over time. We do not guarantee that the services will be uninterrupted or error-free.

Third parties. We deliver the services through acquiring banks, processors and other partners. Their rules, and the Card Scheme rules, form part of your obligations under these terms.

4. Application, onboarding and verification

To open and keep an account, you must complete our onboarding process and give us accurate, current and complete information about your business, its owners and its activities. As a minimum, we will ask for:

  • incorporation documents and corporate records for the business (KYB);
  • identity documents and proof of residential address for each ultimate beneficial owner and director (KYC);
  • the website or application through which you will accept payments;
  • your settlement details — a crypto wallet address or fiat bank account in the name of the business.

We may request additional documents, information or explanations at any time, before or during the relationship. We may verify the information you provide with third-party sources.

We decide in our sole discretion whether to approve an application. We may decline an application, or limit the features available to you, without giving reasons. Approval of an application does not mean that your business, products or activities have been reviewed for, or comply with, any law.

You must tell us within five business days of any material change to the information you have given us, including changes to ownership, directors, business activity, products, website, trading name, registered address or settlement details.

You are responsible for keeping your account credentials, API keys and integration secure, and for everything that happens under your account.

5. Your merchant obligations

While you use the services, you must:

  • comply with all laws, regulations and licensing requirements that apply to your business, your products and your customers, in every jurisdiction where you operate or accept payments;
  • comply with the rules of each Card Scheme and payment method you accept through the services, as amended from time to time, and with any operating instructions we give you;
  • only submit Transactions for goods or services that you actually supply, in the ordinary course of the business we approved;
  • deliver the goods or services the Payer paid for, as described at the point of sale, within the time promised;
  • display clearly on your website: the legal name of your business, contact details, a description of the goods or services, pricing and currency, delivery terms, and your refund and cancellation policy;
  • obtain the Payer's clear and informed consent before charging them, and before enrolling them in any recurring, subscription, trial or continuity billing arrangement;
  • provide responsive customer service to Payers and resolve complaints promptly;
  • not submit a Transaction on behalf of any other person or business, act as a payment facilitator or aggregator, or resell the services, without our prior written consent;
  • not process Transactions for a business, brand, website or product other than the one we approved;
  • not split a single sale into multiple Transactions, submit a Transaction to collect a previously disputed amount, or process any Transaction that you know or should know is fraudulent, unauthorised or unlawful;
  • not submit a Transaction on your own card, or the card of an owner, director or employee, except for bona fide test transactions agreed with us;
  • keep records of each Transaction, including proof of delivery, for at least two years after the Transaction date, and provide them to us on request;
  • implement age verification, geographic restrictions or other controls where the law that applies to your business or product requires them;
  • not use the services in any way that could damage the reputation of Novupay, its partners or any Card Scheme.

6. Prohibited businesses and activities

Novupay works with businesses that other processors decline, including high-risk verticals. We do not, however, provide services for any business or activity that is unlawful, or that the Card Schemes or our partners prohibit. You must not use the services for, or in connection with:

  • any activity that is illegal in the jurisdiction where you operate, where the Payer is located, or where the Transaction is processed;
  • counterfeit, replica or "inspired by" goods, or any goods that infringe a trademark, copyright, design right or other intellectual property right;
  • unauthorised distribution, streaming or resale of copyrighted content;
  • controlled substances, drug paraphernalia, or any product whose sale requires a prescription, licence or authorisation that you do not hold;
  • weapons, ammunition, explosives or related items;
  • child sexual abuse material, non-consensual sexual content, or any content depicting or exploiting minors;
  • content or services that promote or facilitate violence, hatred, terrorism or human trafficking;
  • fraud, deceptive marketing, pyramid schemes, or any offer that misrepresents what the Payer will receive;
  • money laundering, terrorist financing, sanctions evasion or the disguising of the source of funds;
  • the sale, transfer or cash-out of money, stored value or cryptocurrency, except where expressly approved by us in writing;
  • transactions with or for the benefit of a Sanctioned Person or a Sanctioned Jurisdiction;
  • any activity that a Card Scheme has classified as brand-damaging or prohibited;
  • any business, product or activity we have told you we will not support.

Whether a business or activity is prohibited is decided by Novupay. We may update this list at any time. If we discover that you are engaged in a prohibited business or activity, we may immediately suspend or terminate your account, withhold Settlement, and report you to the relevant Card Schemes, partners and authorities.

7. Fees

You agree to pay the fees set out in your Fee Schedule. Unless the Fee Schedule says otherwise:

  • there is no setup fee;
  • fees are calculated as a percentage of the gross value of each Transaction and deducted from Settlement;
  • Chargeback fees, refund fees, Card Scheme fines, penalties and assessments, and any costs we incur because of your breach of these terms, are charged to you in addition to processing fees;
  • all fees are exclusive of taxes. You are responsible for any taxes, duties or withholdings that apply to you, other than taxes on our net income;
  • where Settlement is insufficient to cover the amounts you owe us, you must pay the shortfall within seven days of our request, and we may recover it from any Reserve or from future Settlement.

We may change our fees on at least thirty days' written notice. If you do not accept a fee change, you may terminate your account before it takes effect.

8. Rolling reserve

To cover the risk of Chargebacks, refunds, fines and other liabilities that arise after a Transaction is settled, we may withhold a portion of your Transaction proceeds as a Reserve.

  • Whether a Reserve applies, the percentage withheld and the period for which it is held are determined for each merchant individually, based on our evaluation of your business, and are set out in your Merchant Agreement.
  • We may introduce, increase, extend or otherwise change a Reserve at any time, on notice to you, if we reasonably consider that your risk profile has changed — for example because of a rise in Chargebacks, refunds, fraud, a change in your business, a Card Scheme or partner requirement, or the termination of your account.
  • Reserves are released to you in accordance with the agreed hold period, less any amounts we have applied to your liabilities.
  • Reserve funds do not earn interest. Novupay may hold Reserve funds together with its own or other merchants' funds.
  • We may retain Reserves after termination for as long as reasonably necessary to cover Chargebacks and other liabilities that may still arise, which will normally be at least 180 days after the last Transaction.

9. Settlement

We settle Transaction proceeds to you, less fees, Reserves, Chargebacks, refunds and any other amounts you owe us. You choose, for each settlement, whether to be settled in cryptocurrency or in fiat currency, subject to what is available for your account.

Crypto settlement

Crypto settlement is made to the wallet address on file for your account, at the frequency and in the settlement assets agreed with you and set out in your Merchant Agreement. Settlement timing is indicative rather than guaranteed and may be affected by network conditions, liquidity, banking hours and our risk and compliance checks.

You are solely responsible for the accuracy of the wallet address you provide, for confirming that it supports the asset and network in question, and for the custody of assets once delivered. Crypto transfers are irreversible; we are not responsible for assets sent to an address you gave us. The fiat value of a crypto settlement is fixed at the exchange rate we apply at the time of conversion, and you bear any change in value after that point.

Fiat settlement

Fiat settlement is made to the bank account in the name of your business on file for your account, at the frequency and in the currencies set out in your Merchant Agreement. Bank, correspondent and foreign-exchange charges may be deducted from the amount you receive. Settlement timing is indicative rather than guaranteed.

Our obligation in respect of a fiat settlement is discharged when we instruct the transfer from our account. Once a transfer has been instructed, it passes through banks, correspondent banks and payment systems that we do not control. We are not responsible for any delay, rejection, return, freeze, deduction or loss that occurs after we have instructed the transfer, including where a beneficiary, intermediary or correspondent bank holds, queries, returns or blocks the funds, or where the transfer is delayed or refused because of that bank's own compliance, sanctions or risk procedures.

Where funds are held or queried in this way and further documentation or explanations are required to release them, we will use reasonable efforts to assist and to provide the information available to us, but we do not guarantee that the funds will be released, that they will be released in full, or that they will be released within any particular period. We are not liable for any loss, cost or expense arising from such a delay or from a failure to release the funds, and any charges deducted by the banks involved are for your account. You remain responsible for the accuracy of the settlement details you give us; we are not responsible for funds sent in accordance with those details.

Changes, delays and errors

Changes to settlement details must be requested in writing by an authorised signatory and may be subject to verification before they take effect. We may delay Settlement while a change is verified.

We may delay, withhold or suspend Settlement, in whole or in part, where we reasonably consider it necessary to protect against Chargebacks, fraud, a breach of these terms, a Card Scheme or partner requirement, a legal or regulatory obligation, or a risk to Novupay. We will tell you when we do so, unless the law prevents us.

If we settle an amount to you in error, you must return it on request, and we may deduct it from future Settlement.

10. Refunds, chargebacks and disputes

Refunds. You must process refunds through the services, to the same payment method used for the original Transaction, and never in cash or to a different account. Refunds are deducted from Settlement. Processing fees on the original Transaction are not returned unless your Fee Schedule says otherwise.

Chargebacks. You are liable for the full amount of every Chargeback, together with the applicable Chargeback fee and any Card Scheme fines or assessments, regardless of whether you consider the Chargeback valid. We may deduct these amounts from Settlement or Reserves, or invoice you for them. You must respond to Chargeback notifications with the evidence we request within the deadline we set; if you do not, the Chargeback will be accepted.

Dispute thresholds. You must keep your Chargeback and fraud ratios below the thresholds set by the Card Schemes and by us. If you exceed them, we may charge additional fees, increase your Reserve, restrict your account, require changes to your business practices, or terminate the relationship. Card Scheme monitoring programme fees and fines arising from your ratios are payable by you.

Payer disputes. You are responsible for resolving disputes with your customers. Novupay is not a party to any transaction between you and a Payer and has no obligation to mediate.

11. Risk monitoring, holds and limits

We monitor Transactions and account activity for fraud, unusual patterns, Chargeback exposure and compliance with these terms. We may at any time, with or without notice:

  • decline, delay or reverse any Transaction;
  • place a hold on funds or on your account while we investigate;
  • impose limits on Transaction size, volume, velocity, payment method, currency or Payer location;
  • require additional verification of a Payer or of you;
  • request information, documents or explanations, which you must provide within the time we specify.

We are not liable for any loss you suffer as a result of these actions where we acted in good faith.

12. Sanctions and anti-money-laundering

You must cooperate with our anti-money-laundering, counter-terrorist-financing and sanctions compliance procedures. This includes giving us the information and documents we request, keeping them accurate and up to date, and answering our questions about the nature and source of your funds and Transactions.

You must not use the services to process Transactions for a Sanctioned Person or in connection with a Sanctioned Jurisdiction, and you must have your own controls to prevent this. You must tell us immediately if you become aware of any actual or suspected sanctions or money-laundering issue involving your account.

We may share information about you and your Transactions with our partners, Card Schemes, regulators, law-enforcement agencies and financial-intelligence units where we are required or permitted to do so, without notice to you.

13. Data protection and security

Each party will comply with the data-protection laws that apply to it in relation to personal data processed under these terms. Our Privacy Policy explains how we handle personal data.

You must comply with the Payment Card Industry Data Security Standard (PCI DSS) to the extent it applies to you, and you must not store, transmit or process full card numbers, security codes or other sensitive authentication data except through the Novupay integration and in accordance with PCI DSS.

You must implement and maintain appropriate technical and organisational measures to protect your systems, your integration with the services and any Payer data you hold. You must tell us within 24 hours if you become aware of any actual or suspected security breach, unauthorised access, or compromise of card data or of your Novupay credentials, and you must cooperate with any investigation. You are liable for all fines, assessments and costs arising from a breach on your side.

You must not collect, use or disclose Payer data for any purpose other than completing the Transaction and fulfilling your obligations to the Payer, unless you have a lawful basis and the Payer's consent to do so.

14. Intellectual property

Novupay, the novupay.com website, the Novupay platform, APIs, documentation, checkout pages, software and branding are owned by Novupay or its licensors. We grant you a limited, non-exclusive, non-transferable, revocable licence to use them solely to accept payments through the services while these terms are in force. You may not copy, modify, distribute, sublicense, resell or reverse-engineer any part of the services, except where the law expressly allows.

You grant us a non-exclusive, royalty-free licence to use your name, trademarks and logo to provide the services and, unless you tell us otherwise in writing, to identify you as a Novupay merchant.

Any feedback or suggestions you give us about the services may be used by us without restriction or compensation.

15. Confidentiality

Each party may receive non-public information from the other, including business, financial, technical, pricing and customer information. Each party will keep that information confidential, protect it with at least reasonable care, and use it only to perform this agreement. This obligation does not apply to information that is public through no fault of the receiving party, that the receiving party already lawfully held, or that must be disclosed by law, by a Card Scheme, or to a regulator or court — in which case the receiving party will, where lawful, give the other party notice of the disclosure.

The commercial terms of your relationship with Novupay, including your Fee Schedule and Reserve terms, are confidential and must not be disclosed to any third party.

This section survives termination for three years, and indefinitely for trade secrets.

16. Representations and warranties

You represent and warrant, on the date you accept these terms and each time you submit a Transaction, that:

  • all information you have given us is true, accurate and complete;
  • you are not engaged in any prohibited business or activity under section 6;
  • you hold every licence, registration, permit and authorisation required to conduct your business and sell your products in each market where you do so, and you will keep them in force;
  • each Transaction is a bona fide sale of goods or services to a Payer who has authorised it, and is not subject to any dispute, set-off or counterclaim;
  • your use of the services will not violate any law, any Card Scheme rule or any right of a third party;
  • you are not, and are not owned or controlled by, a Sanctioned Person, and you do not operate in a Sanctioned Jurisdiction.

17. Disclaimers

To the fullest extent permitted by law, the services are provided "as is" and "as available". We do not give any warranty, express or implied, including any warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy or uninterrupted availability.

We do not warrant that any particular Transaction will be approved, that any approval rate will be achieved, that any settlement will arrive by a particular time, or that the services will be free of errors, delays or security vulnerabilities.

We do not give legal, tax, regulatory or compliance advice. Our acceptance of your application, or our processing of your Transactions, is not a statement that your business complies with any law, and you must not rely on it as such.

We are not responsible for the acts or omissions of Card Schemes, issuers, acquirers, banks, blockchain networks, wallet providers or other third parties, or for changes to their rules, fees or availability.

18. Limitation of liability

To the fullest extent permitted by law:

  • neither party is liable to the other for any indirect, incidental, special, consequential or punitive loss, or for any loss of profit, revenue, business, goodwill, data or anticipated savings, however arising;
  • Novupay's total aggregate liability to you arising out of or in connection with these terms and the services, in any twelve-month period, is limited to the total processing fees you paid to Novupay in the three months immediately before the event giving rise to the claim;
  • Novupay is not liable for any loss caused by your breach of these terms, by the acts of a Payer or a third party, by events outside our reasonable control, or by our good-faith exercise of any right under sections 8, 9, 11 or 20.

Nothing in these terms limits or excludes liability for fraud, for death or personal injury caused by negligence, or for any other liability that cannot be limited or excluded by law.

19. Indemnity

You will indemnify, defend and hold harmless Novupay, its affiliates, partners, acquiring banks, and their respective officers, directors, employees and agents from and against all claims, losses, damages, liabilities, fines, penalties, assessments, costs and expenses (including reasonable legal fees) arising out of or in connection with:

  • your breach of these terms, the Merchant Agreement or any Card Scheme rule;
  • your breach of any law, or your failure to hold a required licence or authorisation;
  • any Transaction, Chargeback, refund or Payer dispute;
  • any claim by a Payer or third party relating to your goods, services, website or conduct;
  • any security breach or compromise of card data on your side;
  • your negligence, fraud or wilful misconduct.

20. Suspension and termination

By you. You may close your account at any time by giving us thirty days' written notice.

By us. We may terminate these terms and close your account for any reason on thirty days' written notice. We may suspend or terminate your account immediately, without notice, if:

  • you breach these terms or the Merchant Agreement;
  • we believe you are engaged in a prohibited business or activity, or in fraud or illegal conduct;
  • your Chargeback or fraud ratio exceeds the applicable thresholds;
  • a Card Scheme, acquirer, partner, regulator or law-enforcement authority requires it;
  • you become insolvent, enter liquidation or administration, or cease trading;
  • you fail to provide information or documents we have requested within the time specified;
  • we reasonably consider that continuing the relationship exposes Novupay or its partners to legal, regulatory, financial or reputational risk.

Effect of termination. On termination, you must immediately stop submitting Transactions and remove the Novupay integration from your website. We will settle remaining Transaction proceeds to you in accordance with section 9, after deducting all amounts you owe us and any Reserve we retain under section 8. Any amount you owe us becomes immediately payable. Sections 7, 8, 9, 10, 12, 13, 14, 15, 16, 18, 19, 20, 22 and 23 survive termination, together with any other provision that by its nature should survive.

We may report a terminated merchant to the Card Schemes and to industry databases where the rules require or permit it.

21. Changes to these terms

We may update these terms from time to time as our services, partners or legal obligations change. We will update the date at the top of this page when we do, and we will give you at least fifteen days' notice of material changes by email or through your account. If you continue to use the services after a change takes effect, you accept the updated terms. If you do not accept a change, you must stop using the services and close your account before it takes effect.

22. Governing law and disputes

These terms are governed by the laws of the Republic of Costa Rica, without regard to its conflict-of-laws rules, and the courts of San José, Costa Rica have jurisdiction over any dispute arising from them.

Where you have a Merchant Agreement with Novupay, that agreement's governing-law and dispute-resolution terms prevail over this section for anything they cover.

Before raising a formal dispute, please contact us at business@novupay.com so we can try to resolve it. Both parties agree to work in good faith for at least thirty days to reach a resolution before starting proceedings. Nothing in this section prevents either party from seeking urgent injunctive relief in any court of competent jurisdiction.

23. General provisions

Entire agreement. These terms, together with your Merchant Agreement, Fee Schedule, our Privacy Policy and any operating instructions we issue, are the entire agreement between you and Novupay and replace any earlier discussions or understandings.

Assignment. You may not assign or transfer these terms or your account without our prior written consent. We may assign these terms to an affiliate or to a successor in connection with a merger, acquisition or sale of assets.

Set-off. We may set off any amount you owe us against any amount we owe you, including Settlement and Reserves.

Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, Card Scheme or bank action, network or blockchain failures, epidemic or labour disputes. This does not excuse your obligation to pay amounts you owe.

Notices. We will send notices to the email address on your account. You must send notices to us at business@novupay.com. Notices are deemed received on the business day after they are sent.

Severability. If any part of these terms is found invalid or unenforceable, the rest stays in force, and the invalid part will be replaced with a valid provision that comes closest to its intent.

No waiver. Our failure to enforce any right under these terms is not a waiver of that right.

Relationship. The parties are independent contractors. Nothing in these terms creates a partnership, joint venture, agency or employment relationship.

Language. These terms are drafted in English. Any translation is provided for convenience only, and the English version governs.

24. Contact us

For questions about these terms, or for our corporate and registered details, email business@novupay.com and our team will respond by email.

Novupay is incorporated in Costa Rica.