Terms and Conditions

Europe - Website Terms

Governing Law: the laws of the Netherlands

Important Notice: These Terms are a website-facing summary version for the relevant region. The final executed Service Order, Country Agreement, and other signed onboarding documents remain the binding contractual documents.

1. Acceptance and Contract Structure

These Terms apply to the use of merchant acquiring and related payment services made available through the ONERWAY group. By accessing or using the Services, submitting an application, completing onboarding, or signing a Service Order, the Merchant agrees to be bound by these Terms together with the applicable Service Order, Country Agreement, schedules, amendments, appendices, the ONERWAY Privacy Policy, and other onboarding documents accepted in writing by the parties.

If there is any conflict between these Terms and a signed Country Agreement or Service Order, the signed Country Agreement or Service Order will prevail to the extent of the inconsistency.

2. Services

ONERWAY may provide merchant acquiring, payment processing, settlement, reconciliation, risk management, foreign exchange support, and other related services as agreed in the applicable contractual documents.

ONERWAY may appoint affiliates, acquirers, payment institutions, banks, card schemes, or other service providers to enable the Services.

3. Merchant Eligibility and Onboarding

The Merchant must provide complete, accurate, and up-to-date information during application and throughout the term of the relationship, including corporate, ownership, business model, website, transaction, and compliance information.

ONERWAY may carry out know-your-business, know-your-customer, anti-money laundering, sanctions, fraud, credit, underwriting, and other due diligence reviews, and may request additional documents or information at any time.

ONERWAY may accept, reject, suspend, condition, or terminate the Merchant's access to the Services at its sole discretion, subject to applicable law and contractual commitments.

4. Merchant Obligations

The Merchant must use the Services only for lawful business purposes and strictly in accordance with applicable laws, card scheme rules, acquirer requirements, and ONERWAY policies.

The Merchant must maintain a complete and accurate website, app, or sales channel and clearly disclose its legal name, contact details, delivery or fulfilment information, refund and return policy, customer support arrangements, and any other information required by law or by ONERWAY.

The Merchant is responsible for the acts and omissions of its employees, agents, contractors, and representatives in connection with the Services.

5. Prohibited and Restricted Activities

The Merchant must not use the Services for prohibited businesses, products, services, or jurisdictions, including any activity that is illegal, infringes third-party rights, breaches card scheme requirements, or is identified by ONERWAY as restricted or prohibited under its risk and compliance framework.

ONERWAY may update or supplement its prohibited business list from time to time by written notice or policy update.

6. Fees, Settlement, Reserve, and Set-Off

The Merchant must pay all fees, charges, fines, assessments, chargebacks, refunds, reversals, and other amounts due under the Agreement.

Settlement timing, currencies, exchange rates, deductions, rolling reserves, security reserves, delayed settlement arrangements, and payout conditions will be determined in accordance with the Service Order, risk profile, processing history, and applicable partner requirements.

ONERWAY may withhold, delay, suspend, deduct, net, or set off funds where reasonably necessary to manage chargeback exposure, refunds, fines, suspected fraud, compliance risk, insolvency risk, or other actual or anticipated liabilities of the Merchant.

7. Chargebacks, Refunds, and Losses

The Merchant is responsible for all chargebacks, retrieval requests, refunds, reversals, card scheme fines, penalties, network assessments, and losses arising from the Merchant's business, transactions, products, services, conduct, or breach of the Agreement.

ONERWAY may recover such amounts by direct debit, deduction from settlement funds, reserve application, invoice, or any other lawful recovery method.

8. Compliance and Monitoring

The Merchant must promptly notify ONERWAY of any material change to its ownership, control, business model, products, services, URLs, jurisdictions, licences, financial condition, or risk profile.

ONERWAY may monitor transactions, websites, customer complaints, dispute ratios, fraud indicators, fulfilment performance, and other risk or compliance metrics, and may impose remedial requirements where needed.

9. Data Protection and Privacy

Each party must comply with applicable data protection and privacy laws in connection with the Services and personal data processed under the Agreement.

Where required by applicable law or the relevant Country Agreement, the parties will implement appropriate data processing and data transfer arrangements.

For Europe, the parties are expected to comply with the General Data Protection Regulation (EU) 2016/679 and other applicable data protection laws, subject to the signed Country Agreement and operational setup.

10. Suspension and Termination

ONERWAY may suspend or terminate the Services immediately, in whole or in part, where the Merchant breaches the Agreement, poses unacceptable legal, regulatory, fraud, reputational, credit, or operational risk, or where ONERWAY is required to do so by law, a regulator, a card scheme, an acquirer, or another service partner.

Termination or suspension does not affect any accrued rights, payment obligations, indemnities, or liabilities that by their nature are intended to survive.

11. Limitation of Liability

To the maximum extent permitted by law, ONERWAY will not be liable for any indirect, incidental, special, punitive, or consequential losses, loss of profit, loss of revenue, loss of goodwill, or loss of opportunity arising out of or in connection with the Services.

Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law.

12. Governing Law and Dispute Resolution

These Terms and any non-contractual matter arising out of or in connection with them are governed by the governing law stated for the applicable regional version below or, where applicable, by the law specified in the signed Country Agreement or Service Order.

Unless otherwise required by mandatory law or a signed regional agreement, disputes may be referred to arbitration administered by the Hong Kong International Arbitration Centre under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. Special card scheme or acquirer dispute procedures will continue to apply where relevant.

For the Europe version, references to the operating entity and governing law are aligned to PayPro B.V. and the laws of the Netherlands.

13. Website Version and Contract Priority

These website Terms are provided for user information and onboarding convenience. The legally binding contractual relationship is formed by the final executed Service Order, Country Agreement, and other contractual documents accepted between the Merchant and the relevant ONERWAY operating entity.

ONERWAY may update these website Terms from time to time. The latest version displayed on the website applies to prospective use unless otherwise stated, but any signed contract documents will continue to govern the live merchant relationship to the extent applicable.