Terms of Service

1. Premise

These terms describe the General Terms of Use ("GTU") for products and services made available to the user by Nedermann Financial Services SRL ("RonPay") and companies belonging to the same corporate group through their online channels.

Different terms and conditions may apply to specific WEBSITES and/or platforms or to integrated partner websites and platforms; in such cases, please refer to the GTU provided therein.

Accessing or using WEBSITES and/or platforms and/or any product or service for which the user registers implies acceptance of these General Terms of Use. If the user does not agree with, or does not intend to accept, these GTU, the user should not register, should not continue browsing WEBSITES and/or platforms, and should not proceed with any related purchase.

2. Definitions and scope

These General Terms of Use apply exclusively to commercial relationships between companies, professionals, and other economic operators acting in the exercise of their entrepreneurial, commercial, artisanal, or professional activity.

As clarified by case law, the term "professional" includes both natural persons and legal entities (public or private) using the contract not necessarily in the core exercise of the business or profession, but for a purpose connected to the exercise of entrepreneurial or professional activity.

These terms do NOT apply to consumers under Article 3 of Legislative Decree 206/2005; separate conditions apply to consumers.

To accept these GTU, the user must have the legal capacity to enter into binding contracts. Users of legal age may enter into contracts for the purchase of RonPay services and/or content on behalf of a minor interested in using such services. Minors aged 14 or older may register on WEBSITES with the consent of their parent/guardian.

By completing the registration form, the user declares they are of legal age and/or have obtained consent to act from their parent/guardian.

3. Websites

This document refers to the digital resources made available on WEBSITES and/or platforms, including software, content, apps, and other digital products or services.

4. Ownership of website materials

WEBSITES and/or platforms contain information, text, software, photos, videos, graphics, music, audio, editorial content, and other materials ("Materials") protected by copyright, trademarks, patents, and other intellectual property rights ("Intellectual Property Rights"). Any right, title, and interest in such Materials and Intellectual Property Rights belongs exclusively to RonPay or its licensors and suppliers.

5. Use of materials

Permitted uses
RonPay authorizes users to view and, where directly available (via “print”/“download” buttons or links), download (create a local copy on the user’s device) and print the Materials exclusively for business and professional purposes connected to the use of the services.

Limited commercial uses
Users may occasionally and non-systematically include limited portions of Materials in business papers, reports, and presentations, provided this is not in competition with the commercial value of such Materials. In any case, users must include trademarks and notices present on WEBSITES/platforms and provide proper attribution, citing the relevant authors/editors/translators and the source (indicating “© RonPay – https://app.ronpay.eu”).

Prohibited uses
Except as expressly permitted by RonPay, users may not use, modify, adapt, reformat, download, upload, reproduce, transmit, publish, display, perform, transfer, or redistribute Materials in any form, format, or medium, or via any technology, without prior written authorization from RonPay and other intellectual property owners.
Users may not reproduce, use, sell, transmit, publish, send, disclose, or distribute Materials to third parties, including other members of the same organization, whether for a fee or otherwise.
Except as expressly permitted in licenses for specific services/content, users may not publish Materials in newsgroups, distribution lists, bulletin boards, content aggregators, file storage services, or any other online destination.
Users may not reproduce illustrations, charts, photographs, diagrams, text portions, chapters, or e-books included in the Materials.

Permission requests
To request authorization to reproduce Materials for purposes other than those expressly permitted, or for questions about proper attribution, please email info@ronpay.eu.

6. Availability of websites/materials - Unilateral changes

RonPay may modify or discontinue any part, feature, or content of its websites/platforms for the following justified reasons:

• Compliance with new legal/regulatory requirements
• Necessary technical or security improvements
• Updates for compatibility with new technologies
• Changes imposed by essential third-party service providers
• Market condition changes significantly affecting operating costs. For substantial changes affecting the parties’ rights and obligations, RonPay will provide at least 30 days’ notice via written communication or another durable medium, specifying:

• The nature and extent of the changes
• The effective date
• The reasons justifying the changes
• The user’s right to withdraw without penalties within 30 days of the notice

If substantial content or functionality is removed, RonPay will provide alternative materials where technically possible.

7. Liability and third - party content

RonPay assumes no liability for improper use of its services/platforms by users. RonPay does not endorse third-party products, services, or information and assumes no direct or indirect liability for any damages or losses caused by or related to the use of, or reliance on, content, goods, or services provided by third parties.

The inclusion of links to third-party sites does not imply authorization by those sites’ owners, nor sponsorship or endorsement of WEBSITES/platforms.

8. User content

Uploading/sending user content
WEBSITES/platforms may provide features allowing users to upload or send comments, ideas, articles, information, data, text, software, music, audio, photographs, videos, messages, and other materials ("User Content").
Users may only submit lawful, original content (or content they are authorized to submit) and must comply with applicable privacy laws (EU Regulation 2016/679 – GDPR). The user remains solely responsible for the content. RonPay may (but is not obliged to) refuse or remove content in objectively determined cases (e.g., third-party rights infringement, unlawful/defamatory content, GTU violations).

Reporting inappropriate/unlawful content: info@ronpay.eu

RonPay’s responsibility for user content
RonPay does not guarantee the accuracy, integrity, or quality of User Content and assumes no liability for errors, omissions, third-party rights violations, or unlawful conduct arising from such content.

RonPay’s use of user content
If users submit content, they authorize RonPay to store, archive, publish, transmit, use, and distribute such content for service purposes. RonPay may disclose user content together with personal data only where required by law or where reasonably necessary (legal proceedings, enforcement, rights protection, security, etc.).

9. Restrictions on use

Users agree not to use WEBSITES/platforms for unlawful purposes or in breach of these GTU, including (by way of example): impersonation, unsolicited promotional materials/spam, use of bots/scrapers or automated methods to access/copy/monitor content, bypassing access controls, security breaches, unauthorized access attempts, interference with proper operation, disproportionate traffic loads, violations of applicable laws, or conduct that damages the commercial value of RonPay services.

10. Registered user responsabilities

Users warrant that registration and access information is true, complete, accurate, and up-to-date, and that any changes will be communicated within 15 days.

If information is (or becomes) untrue or non-compliant, RonPay may suspend/terminate access with 30 days’ notice and an opportunity for the user to rectify their position.

Credentials (username/password) must not be shared or disclosed. Users are responsible for all use via their credentials and for keeping them secure. Suspected misuse must be reported immediately (e.g., to info@ronpay.eu).

RonPay may suspend access with at least 30 days’ notice for GTU breaches or harmful use.

11. Warranties and limitation of liability (B2B)

Service warranties
RonPay warrants: service operation according to communicated technical specifications; technical support for paid services according to stated service levels; conformity of digital services to agreed contractual requirements.

Liability limits in B2B relationships
To the maximum extent permitted by law: RonPay’s liability is limited to direct damages up to the amount paid by the user for the specific service that caused the damage in the previous 12 months; indirect damages, lost profits, data loss, business interruption, consequential and punitive damages are excluded; liability is excluded for force majeure, third-party service disruptions, cyberattacks, and network infrastructure not controlled by RonPay.

Specific exclusions
RonPay is not liable (e.g.) for data loss due to user hardware malfunctions; service interruptions due to scheduled maintenance communicated at least 24 hours in advance; damages from improper use or GTU violations; incompatibility with unsupported software/hardware.

Data backup and security
Users are responsible for backing up their data and implementing appropriate security measures.

12. User indemnity

Users agree to indemnify and hold RonPay harmless from claims, costs, demands, damages, losses, expenses, and liabilities arising from violations of these GTU, third-party rights, or applicable laws when using WEBSITES/platforms.

13. Complaints and dispute resolution

For complaints related to goods or services purchased online from WEBSITES, users may complete the online form on the RonPay Support website.

For disputes between professionals, the parties may use alternative dispute resolution tools provided by applicable law.

14. Notices, reports and questions

RonPay may send notices via email, publications on its websites/platforms, on its Technical Support website, and/or by conventional mail.

Contacts:
Online: https://ronpay.eu
Postal address: Bulevardul Eroilor, Nr. 42, Etaj 1, Ap. 9 Cluj-Napoca, Romania
Email: info@ronpay.eu

Newsletter: provided free of charge upon request; you can unsubscribe at any time via the reserved area option or by emailing info@ronpay.eu.

These GTU create personal obligations/rights for the user (non-assignable). RonPay may assign or delegate its obligations/rights.

If any clause is held invalid or unenforceable, the remainder remains valid. RonPay may seek appropriate remedies in case of breach or unauthorized use.

These GTU form an integral part of the registration form and are available under “Terms and Conditions” on the RonPay main website.

16. Governing law and jurisdiction

These GTU are governed by and construed in accordance with the laws in force in Romania.

For contracts between professionals: the exclusive competent court for disputes arising in connection with these GTU is the Court of Cluj-Napoca, unless otherwise agreed by the parties.

SPECIAL PART - PROVISIONS FOR ACQUIRING SERVICES (MERCHANT SERVICES)

The provisions of this Special Part apply exclusively to entities requesting the activation of the acquiring and payment processing services offered by Nedermann Financial Services SRL through its own platform or through third-party processors, including Adyen (the "Payment Services"). In the event of a conflict between the provisions of this Special Part and the other provisions of the GTU, the provisions of the Special Part shall prevail.

M.1 - Onboarding procedure and due diligence obligations

Activation of the Payment Services is subject to passing a pre-screening procedure structured in two phases:

Phase 1 - preliminary filter
Immediate verification, based on available information, of any predetermined risk factors (red flags) relating to the website, the declared activity, the jurisdiction of the company and the beneficial owner, geographic consistency, online presence and reputation, identity consistency, and the sectors and products. The presence of even a single red flag results in the rejection of the request, with a summary reason kept on record, save for authorized exceptional cases.

Phase 2 - documentary verification
Request and analysis of the minimum mandatory documentation, including, by way of example and not limited to: certificate of incorporation, list of beneficial owners, identity documents and proof of residence of the beneficial owner, bank details and account statements, a detailed description of products and services, dispute reports, tax registration, and sector licenses and authorizations.

The Merchant undertakes to provide RonPay, within the assigned deadline, with all requested documentation, complete and truthful, and to promptly communicate any subsequent change that may affect the risk assessment. Failure to submit, or incomplete submission of, the documentation within the assigned deadline entitles RonPay to suspend or refuse the onboarding.

M.2 - Merchant representations and warranties

The Merchant represents and warrants that:

• (a) the activity carried out is lawful and compliant with the laws of the country of incorporation and of the countries in which it operates and collects payments
• (b) the products and services offered do not fall into any of the categories prohibited by the acceptance policy of RonPay and of the payment processors it uses, including Adyen, as listed and periodically updated in the relevant section of the website or in the contractual documentation
• (c) the website is active, complete, and compliant with the minimum required standards, including, where applicable: Terms & Conditions, Privacy Policy, Cookie Policy, Refund Policy, Shipping Policy, clear product descriptions, transparent pricing, and genuine contact details
• (d) the corporate and ownership structure is transparent and allows clear and complete identification of beneficial ownership
• (e) all information and documents provided during onboarding and throughout the relationship are truthful, complete, and up-to-date

M.3 - Conduct obligations and regulatory compliance

The Merchant undertakes to:

• (a) comply with applicable anti-money laundering and counter-terrorist financing legislation, including applicable Romanian anti-money laundering legislation, as well as international restrictive measures (UN, EU, OFAC, UKSL sanctions)
• (b) not use the Payment Services for transactions connected to countries, persons, or entities subject to international sanctions or included in FATF lists of high-risk jurisdictions or jurisdictions under increased monitoring
• (c) comply with the requirements imposed by the payment processors used by RonPay, including the Adyen acceptance policy (the so-called "5 pillars"), as periodically updated
• (d) immediately communicate to RonPay any change of beneficial ownership, corporate structure, business activity, website, or products offered
• (e) retain transaction-related documentation for at least ten years and make it available upon request by RonPay or the competent authorities

M.4 - Chargebacks, disputes, and Merchant liability

The Merchant is solely responsible for:

• (a) chargebacks and disputes raised by its end customers, for any reason whatsoever, including, by way of example: non-delivery, non-conforming product, fraud, and unrecognized transactions
• (b) fines, penalties, or additional fees applied by the payment schemes or upstream processors as a result of a chargeback rate exceeding the supervisory thresholds
• (c) the full reimbursement to RonPay of any amount RonPay is required to pay to the schemes, processors, or end customers in relation to the Merchant's transactions. The Merchant acknowledges that RonPay reserves the right to withhold from funds being settled, or to require the establishment of a rolling reserve, the amounts necessary to cover the risk of chargebacks and disputes, in accordance with applicable law and the rules of the payment schemes. The amount, duration, and terms of the reserve will be communicated to the Merchant and will be proportionate to the risk profile

M.5 - Monitoring, suspension, and termination

RonPay reserves the right to:

• (a) continuously monitor the Merchant's transactions for the purposes of preventing money laundering, terrorist financing, and fraud
• (b) immediately suspend the service in the event of: a well-founded suspicion of fraud, money laundering, or terrorist financing; exceeding the chargeback thresholds set by the schemes; breach of the representations and warranties under Article M.2; inclusion of the Merchant, its beneficial owners, or its beneficiaries on international sanctions lists
• (c) terminate the contract with immediate effect, by written notice to the Merchant, in the cases referred to in point (b) as well as in all cases where continuation of the relationship could expose RonPay to a legal, reputational, or regulatory risk deemed unacceptable. In the event of suspension or termination for the reasons indicated above, the Merchant is not entitled to any indemnity or compensation and remains bound to fulfil all obligations arising prior to the suspension or termination

M.6 - AML policy and reference

The Merchant declares that it has reviewed the Anti-Money Laundering and Counter-Terrorist Financing Policy of Nedermann Financial Services SRL, available on the website or upon request, and undertakes to comply with its principles. The risk classification assigned to the Merchant according to RonPay's internal matrix determines the intensity of the due diligence obligations and the frequency of review, as detailed in the Policy itself.

M.7 - Privacy and data processing

The processing of personal data of the Merchant and of its representatives, beneficial owners, and end customers is carried out in compliance with EU Regulation 2016/679 (GDPR) and applicable Romanian law, as detailed in RonPay's privacy notice. The Merchant in turn undertakes to process its own customers' data in compliance with applicable law and to provide its customers with an adequate and up-to-date privacy notice.

M.8 - Sub-acquiring and contracted entities

Where the Merchant is itself an authorized payment service provider using RonPay as a channel to access payment processors, the provisions of applicable Romanian legislation on contracted entities apply. In particular:

• (a) RonPay has the right to request and obtain from the Merchant documentation on the AML procedures adopted by the Merchant for the onboarding and monitoring of its own sub-merchants
• (b) the Merchant undertakes to provide RonPay with an overview of its sub-merchant portfolio, indicating the prevailing business sectors, jurisdictions, and processing volumes
• (c) the Merchant is required to promptly communicate to RonPay any relevant change to its portfolio that may affect the risk profile
• (d) RonPay has the right to terminate with immediate effect should it ascertain significant deficiencies in the Merchant's AML controls or the presence, in the Merchant's portfolio, of sub-merchants operating in prohibited sectors or in high-risk jurisdictions