This Payment Agency Services Agreement dated as of [date] (the “Effective Date”) is entered into by and between:
[Company name], a [type of company] with registry number [____], whose registered office is situated at [address] (hereinafter referred to as the “Company”) and
PLAYPAY LTD, a private limited company incorporated in England and Wales with registry number 13752318, whose registered office is situated at 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF (hereinafter referred to as the “Agent”)
The parties hereto are referred collectively as the “Parties” and individually as the “Party”.
RECITALS
WHEREAS, [Company name] is engaged in [description of the Company’s business] and offers digital goods and services to its customers on its platform [Company’s website address] (hereinafter - “Company's website”).
WHEREAS, PLAYPAY LTD possesses the necessary expertise, infrastructure, and resources and is legally capable of acting as the Company’s commercial agent for the conclusion of contracts of sale of the Goods with customers and the collection of the price of the Goods through the Agent’s payment page.
WHEREAS, each Party enters into this Agreement for its own benefit,
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE 1. CONSTRUCTION
In this Agreement, unless the context otherwise requires:
i. words importing the singular include the plural (and vice versa), and words indicating a gender include every other gender;
ii. references to recitals, clauses, schedules or annexes are references to recitals, clauses, schedules and annexes to this Agreement, and a reference to this Agreement includes any schedule or annex to this Agreement;
iii. references to "day" or "days" are to calendar days;
iv. where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
v. headings are for convenience only and do not affect interpretation of any provision of this Agreement;
vi. where the word “including” is used it shall be understood as meaning “including without limitation”;
vii. the words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular provision.
viii. “Goods” means the digital goods and services offered on the Company’s website and approved by the Agent (including virtual in-game items, cases with randomised virtual items, item upgrade and exchange services, game keys, software and subscriptions); “Payer” means a customer buying the Goods; “Payment Page” means the Agent’s hosted payment page; “Payment Partner” means a bank, payment or e-money institution, acquirer or cryptoasset service provider engaged by the Agent; “Account” means the Company’s account on the Agent’s platform; “Rules” means the Agent’s Merchant Terms; “Payment System Rules” means the rules of the payment systems and the requirements of the Payment Partners; “Transaction” means a payment by a Payer for the Goods through the Payment Page.
ARTICLE 2. APPOINTMENT OF AGENT
2.1. Essence of obligations
The Company appoints the Agent as its commercial agent and authorises the Agent, in the name and on behalf of the Company, to conclude with Payers contracts of sale of the Goods on the terms published on the Company’s website, to collect from Payers the price of the Goods through the Payment Page and to make refunds on the Company’s instructions. The Agent acts exclusively for the Company and not for any Payer. Payment by a Payer to the Agent discharges the Payer’s obligation to the Company from the moment the Transaction is confirmed on the Payment Page.
2.2. Engagement of Payment Partners
The Agent may engage Payment Partners for the acceptance of payments from Payers and for payouts to the Company, including payouts in stablecoins, and may act as merchant of record of the Payment Partners in respect of the Transactions. The Company shall comply with the Payment System Rules to the extent they concern the Company, its website and the Goods.
2.3. Requirements and restrictions
The Company shall ensure that the Company’s website and the Company’s business comply at all times with the Requirements for the Website and do not include any of the prohibited types of activity or prohibited territories set out in Appendix 2 to this Agreement, which forms an integral part of it. The Company is solely responsible for any licence, registration or age verification required for the sale of the Goods under the law applicable to it or to the customer’s country.
2.4. Information and identification
On the Agent’s request the Company shall provide, within 3 (three) business days, the documents and information necessary for the identification of the Company, its directors, shareholders and beneficial owners, its business and the Goods (including documents requested by a Payment Partner), and shall notify the Agent within 5 (five) business days of any change in such information, its bank or wallet details, domain names or the range of the Goods.
2.5. Delivery of the Goods and customer support
The Company is solely responsible for the delivery, quality and lawfulness of the Goods, for customer support and for Payers’ complaints, and shall provide evidence of delivery of the Goods within 3 (three) business days of the Agent’s request. The Company shall display on its website that payments are collected by PLAYPAY LTD as the Company’s agent, together with the billing descriptor communicated by the Agent.
ARTICLE 3. AGENT’S COMMISSION AND FEES
3.1. Agent’s Commission
The Company pays the Agent a commission (the “Agent’s Commission”, “Commission”) calculated as [__]% of the gross amount of all Transactions (before refunds and chargebacks) completed through the Payment Page in the relevant settlement period. The right to the Commission arises upon confirmation of each Transaction and the Commission is deducted by the Agent from the amounts payable to the Company under Article 4.
3.2. Other fees
In addition to the Commission, the Company shall bear the currency conversion fee, a fee of [__] per refund and [__] per chargeback, the fees of Payment Partners for payouts in stablecoins (as indicated in the Account) and any fines and penalties imposed on the Agent by a Payment Partner or payment system in connection with the Transactions, the Company’s website or the Goods. Other terms of commission and fees may be agreed in writing or indicated in the Account and accepted by the Company.
3.3. Taxes
All amounts are exclusive of VAT and other indirect taxes, which are charged in addition where applicable. The Company is solely responsible for all taxes arising from the sale of the Goods and the receipt of payouts, including in stablecoins.
ARTICLE 4. PAYMENTS RULES
4.1. The Agent is authorised and entitled to collect from Payers the price of all Goods sold through the Payment Page as provided in Clause 2.1 of the present Agreement.
4.2. The Agent shall pay to the Company the amount of the Transactions of the settlement period less the Commission and fees under Article 3, refunds, chargebacks, the Rolling Reserve (if applied) and any other amounts due from the Company under this Agreement (hereinafter - “Transfer”). The Agent may set off any amount due from the Company against the Transfer.
4.3. The settlement period is one calendar week unless otherwise indicated in the Account. The Transfer is made within 5 (five) business days after the end of the settlement period, provided it is not less than the minimum payout amount indicated in the Account; otherwise it is carried forward to the next period.
4.4. At the Company’s election indicated in the Account, the Transfer is made in fiat currency to the Company’s bank account specified on the last page of this Agreement or in the Account, or in the stablecoin USDT (or another stablecoin supported by the Agent) to the wallet address specified by the Company in the Account; the Agent may engage Payment Partners for payouts in stablecoins. A payout in stablecoins is converted at the rate of the Agent or the Payment Partner at the moment of payout and is deemed made when recorded in the relevant blockchain network. The Company is solely responsible for the accuracy of the wallet address and network and for the safekeeping of its wallet. The Agent may make the payout in fiat currency instead where a payout in stablecoins is not permitted by applicable law, a Payment Partner or sanctions requirements.
4.5. As a general rule no rolling reserve is applied. The Agent may introduce a rolling reserve of up to [__]% of the gross amount of the Transactions, withheld from each Transfer and released after [180] days less any amounts applied (the “Rolling Reserve”), only where a Payment Partner so requires or where the level of chargebacks, refunds or fraud under the Transactions exceeds the thresholds of the Payment System Rules, by notice to the Company through the Account stating the reason; the Rolling Reserve is discontinued once the reason ceases to apply.
4.6. The Company bears all refunds and chargebacks under the Transactions and the related fines and costs. Refunds are made by the Agent on the Company’s instruction through the Account, or without it where required by the Payment System Rules, a Payment Partner or applicable law, or where the Company has not provided evidence of delivery of the Goods. The Company shall provide the documents necessary for disputing a chargeback within 3 (three) business days of the Agent’s request.
4.7. Within 5 days after each Transfer, the Agent provides the Company with an Agent report in the form specified in Appendix 1 (also available in the Account). Objections to a report must be notified within 10 (ten) business days; otherwise the report is deemed accepted.
4.8. The Agent may suspend the acceptance of Transactions and/or the Transfers where there are reasonable grounds to suspect fraud, money laundering or a breach of the Payment System Rules or Appendix 2, where a Payment Partner so requires, where the Company is in breach of this Agreement or has not provided requested documents, or where chargebacks or refunds exceed the thresholds of the Payment System Rules. The Agent notifies the Company of the suspension unless prohibited by law.
ARTICLE 5. DURATION AND TERMINATION
5.1. Duration
This Agreement is entered into for an indefinite period of time.
5.2. Termination at Will
This Agreement may be terminated by either Party by written notice upon no less than 30 (thirty) days after the day notice is delivered to the other Party, without cause, unless a lesser time is mutually agreed upon by both Parties. Said notice shall be delivered by email to the addresses set forth below, by courier or in person with proof of delivery.
5.3. Termination upon Bankruptcy
Either Party may terminate this Agreement if, at any time, the other Party files in any court pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of that Party or of its assets, or if the other Party proposes a written agreement of composition or extension of its debts, or if the other Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed within 14 (fourteen) days after the filing thereof, or if the other Party proposes or becomes a Party to any dissolution or liquidation.
5.4. Termination for Cause
The Party shall have the right to terminate this Agreement at any time by written notice without meeting the period requirement said in Clause 5.2. of this Agreement in the event of the other Party (‘Termination Event’):
a. is in material or persistent breach of any of the terms of this Agreement;
b. is convicted of any criminal offence or if its management or officers are convicted of any criminal offence;
c. persistently fails to perform or becomes incapable for any reason of due performing the duties under Article 2 and Article 3 of this Agreement; or
d. violates legitimate interests or any rights of the Party or makes any actions which bring the Party's reputation into disrepute;
e. (in respect of the Company) is included in, or becomes controlled by a person included in, the sanctions lists of the UN, the United Kingdom or the European Union, or a Payment Partner refuses to process the Transactions in favour of the Company.
The Party shall have no claim against the other Party in case of the Agreement termination for any of the reasons specified above.
5.5. Consequences of termination
Upon termination the Agent ceases to accept Transactions, makes the final Transfer within 30 (thirty) days less the amounts under Clause 4.2, and may retain the Rolling Reserve (if applied) for [180] days after termination (or longer while chargeback disputes are pending) as security for refunds, chargebacks and fines. The Company remains liable for all refunds, chargebacks and fines arising from Transactions made before termination. Articles 6, 7 and 8 and Clauses 4.6 and 5.5 survive termination.
ARTICLE 6. CONFIDENTIALITY OBLIGATIONS
6.1. Confidential Information
For the purpose of this Agreement “Confidential Information” means any information transferred by one Party to another orally, in writing, by electronic means (by e-mail, Skype, Telegram, Whatsapp, Viber and/or any other means of communication) pictorially or in machine-readable form as part of communication and collaboration under this Agreement including, but not limited to, facts and terms and conditions of this or any other agreement between the Parties, payments details, financial data, technical, marketing, operational information, know-how, personal data, client and business partners bases, any software, business or software architecture, as well as any information related to business activity of the Party, intentions or opportunities related thereto, including any information submitted in any form (verbally, in writing or in electronic form) regarding the Party.
6.2. Confidentiality obligations
Each Party (the “Receiving Party”) undertakes from the Effective Date:
a. to maintain as secret and confidential all Confidential Information obtained directly or indirectly from the other Party (the “Disclosing Party”) in the course of or in anticipation of this Agreement and to respect the Disclosing Party’s rights therein;
b. to use such Confidential Information only for the purposes of this Agreement;
c. to disclose such Confidential Information only to those of its employees and contractors pursuant to this Agreement (if any) to whom and to the extent that such disclosure is reasonably necessary for the purposes of this Agreement; and
d. to ensure that all those to whom disclosure of or access to such Confidential Information has been given, including its officers, directors, employees and professional advisors, comply with the provisions of this Agreement, and the Receiving Party shall be liable to the Disclosing Party for any breach of this Agreement by any of the foregoing.
6.3. Exceptions to obligations
The provisions of Clause 6.2. shall not apply to Confidential Information which the Receiving Party can demonstrate by reasonable, written evidence:
a. was, prior to its receipt by the Receiving Party from the Disclosing Party, in the possession of the Receiving Party and at its free disposal; or
b. is subsequently disclosed to the Receiving Party without any obligations of confidence by a third party who has not derived it directly or indirectly from the Disclosing Party; or
c. is independently developed by the Receiving Party by individuals who have not had any direct or indirect access to the Disclosing Party’s Confidential Information; or
d. is or becomes generally available to the public through no act or default of the Receiving Party or its agents, employees or affiliates.
6.4. Disclosure in accordance with legal obligations
To the extent that the Receiving Party is required to disclose any of the Disclosing Party’s Confidential Information by order of a court or other public body that has jurisdiction over it or under other legal obligations it may do so, provided that, before making such a disclosure the Receiving Party shall, unless the circumstances prohibit:
a. inform the Disclosing Party of the proposed disclosure as soon as possible, in any event, no later than 5 (five) working days after becoming aware of the proposed disclosure; and
b. permit the Disclosing Party to make representations (written or otherwise) in respect of the disclosure and/or confidential treatment of the Confidential Information.
6.5. Disclosure to Payment Partners
The Agent may disclose information and documents concerning the Company, its website, the Goods and the Transactions to the Payment Partners, payment systems, regulators and its professional advisers to the extent necessary for the performance of this Agreement, the Payment System Rules and applicable law.
6.6. Data protection
Each Party shall comply with the data protection legislation applicable to it, including the UK GDPR and the Data Protection Act 2018 and, where applicable, Regulation (EU) 2016/679 (GDPR). In respect of Payers’ personal data each Party acts as an independent controller for its own purposes (the Company — sale and delivery of the Goods; the Agent — collection of payments, refunds, fraud prevention and compliance) and provides the data subjects with the information required by law.
ARTICLE 7. LIABILITY
7.1. Liability of the Parties
Each Party shall be liable for any direct damages caused to another Party as a result of the Party's material breach of its obligations under this Agreement or of applicable law. In all cases, direct damages shall include the amounts of direct damages established as a result of legal claims successfully litigated (or otherwise successfully resolved) by third parties against a Party and regulatory fines, penalties and assessments of Payment Partners and payment systems imposed against the Party, in each case as a result of the other Party's conduct.
Neither Party shall be liable to the other Party, whether in contract, tort (including negligence) or otherwise for special, indirect or consequential damages, including lost profits, special damages or loss of data, under any circumstances whatsoever, in connection with this Agreement. The Agent’s total aggregate liability under this Agreement in any 12-month period shall not exceed the amount of the Commission received by the Agent in the 3 (three) months preceding the event giving rise to the claim; this limitation does not apply to the Agent’s obligation to pay the Transfers due to the Company.
7.2. Force Majeure
Neither Party will be responsible for delays or failures in performance resulting from acts or events beyond its reasonable control, including but not limited to, acts of nature, governmental actions, banking regulation changes, actions of Payment Partners and payment systems, acts of terrorism, fire, labour difficulties or shortages, epidemics, civil disturbances, transportation problems, interruptions of power supply or communications or natural disasters, provided such party takes reasonable efforts to minimize the effect of such acts or events.
7.3. Indemnification
Each Party shall indemnify and hold harmless the other Party and each of their respective directors, officers, employees, representatives, agents, and permitted successors and assigns from any and all liability to third parties suffered by such other Party to the extent resulting from (i) the indemnifying Party's material breach of its representations and warranties set forth in this Agreement (ii) the indemnifying Party’s violation of applicable laws and rules or any governing contractual obligations, including any duties of confidentiality and similar obligations (including use restrictions) owed to any third party. The Company shall in addition indemnify the Agent against claims of Payers, Payment Partners, payment systems and authorities, and fines, chargebacks and costs, arising from the Goods, the Company’s website or the Company’s breach of Appendix 2.
7.4. Company’s warranties
The Company warrants that: (a) it holds all licences and registrations necessary for the sale of the Goods where it offers them; (b) the Goods and the Company’s website comply with applicable law, including consumer protection, intellectual property and data protection law; (c) neither the Company nor its directors, shareholders, beneficial owners or affiliates are included in, or controlled by persons included in, the sanctions lists of the UN, the United Kingdom or the European Union; (d) it complies with the anti-money laundering legislation of the United Kingdom and the European Union to the extent applicable to it; (e) it applies geo-blocking for the prohibited territories under Appendix 2 and age verification (18+) where required for the Goods; (f) all information provided to the Agent is complete and accurate.
ARTICLE 8. MISCELLANEOUS
8.1. Amendments
This Agreement may only be amended in writing signed by duly authorised representatives of the Company and the Agent. The commercial terms (Commission, fees, settlement period, minimum payout) may also be amended by the Agent by notice through the Account with effect from 10 (ten) days after the notice.
8.2. Assignment
Neither Party shall assign, mortgage, charge or otherwise transfer any rights or obligations under this Agreement without the prior written consent of the other Party.
8.3. Waiver
No failure or delay on the part of either Party to exercise any right or remedy under this Agreement shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.
8.4. Invalid clauses
If a court of competent jurisdiction holds any provision of this Agreement to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions of this Agreement shall not be affected.
8.5. Notices
Unless otherwise agreed, all notices, demands, requests and other communications made (collectively, ‘Notices’) shall be in writing and in the English language. Notices shall be sent by email to the addresses set forth below or in the Account, or delivered to the respective addresses set forth below or other address as the intended recipient shall notify the sender in writing.
8.6. Law and jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and each Party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.
8.7. Copies and precedence
This Agreement is made in 2 copies: one for each Party, and may be signed electronically. In the event of a conflict between this Agreement and the Rules, this Agreement prevails.
8.8. Commercial Agents Regulations
The Parties agree that, to the extent permitted by law, the compensation and indemnity provisions of the Commercial Agents (Council Directive) Regulations 1993 do not apply to this Agreement; this does not affect the Agent’s right to the Commission and fees under Article 3.
PARTIES’ BANK DETAILS, ADDRESSES, SIGNATURES

APPENDIX 1 to Payment Agency Services Agreement
Agent Report

APPENDIX 2 to Payment Agency Services Agreement
Requirements for the Website
1. All internal links of the Company’s website must be working and handled adequately.
2. The Company’s website must not provide “Adult Entertainment” services, gambling services (casino, betting, lotteries) or other types of services and goods prohibited by the rules of the international and local payment systems and of the Agent’s payment partners (the “Payment System Rules”), the legislation applicable to the Company and the legislation of the customer’s country. The sale of virtual in-game items, cases with randomised virtual items and item upgrade or exchange services approved by the Agent is not a prohibited activity under this Appendix.
3. The Company’s website must not contain links or banners of suspicious websites (for example, adult websites, etc.), or links of banner networks in which banners of suspicious content may appear.
4. The Company’s website must not be hosted on free servers providing free hosting or a domain name, or on third-level domains.
5. All pages connected with the operation of the Company’s website must be under a single domain name (the placement of mandatory information of one website on different domains is not permitted).
6. The list of goods/services offered on the Company’s website must correspond to the Company’s line of business that has been communicated to the Agent.
7. A detailed description of the quality, consumer and quantitative characteristics of the goods (works, services) sold. In particular, the Company’s website must necessarily indicate the prices of goods, works and services in the currency in which payment is accepted.
8. The following must necessarily be posted on the Company’s website:
8.1. the full name of the Company, its registration (licence) number, registered address and address for correspondence (the address may not be “poste restante”), contact telephone numbers and email addresses by which the customer can contact the representatives of the website;
8.2. information on the procedure for the customer to place an order, payment methods, delivery options, and the terms of return and exchange of the goods/service sold on the website, including:
8.2.1. on the customer’s actions in the event of problems with payment;
8.2.2. on the procedure for processing personal data when paying for an order;
8.3. information on the settlement currency and on the fact that debiting may be made in a currency different from the currency displayed on the website (if conversion takes place).
8.4. information that payments are collected by PLAYPAY LTD as the Company’s agent, the billing descriptor, a link to the Agent’s Payer Agreement and Personal Data Processing Policy, and (where applicable to the Goods) an 18+ statement and the list of countries from which orders are not accepted.
9. The Company’s website must be ready to operate in full (the existence of live listings, the filling in of information for the main sections, etc.). No technical work may be carried out on the website.
10. The Company’s website must operate in strict compliance with the legislation applicable to the Company, the legislation of the customer’s country and the Payment System Rules.
11. The Company must not collect, store or transmit the card data of Payers outside the Payment Page and must integrate the Payment Page in accordance with the Agent’s technical documentation.
Prohibited types of activity
Below is the list of types of activity prohibited on the Company’s website:
01. pornography, sexually oriented content, “adult goods”;
02. sale of counterfeit goods of well-known brands;
03. sale of unlicensed software;
04. sale of goods in breach of copyright;
05. sale of medicinal products, prescription drugs and biologically active additives (dietary supplements);
06. sale of any type of alcohol;
07. sale of tobacco, tobacco products, cigarettes (including various kinds of electronic ones and refills for them);
08. sale of narcotic-containing preparations, smoking mixtures and their analogues;
09. sale of bank card details and paid access to personal data;
10. massage parlours and escort services;
11. casinos, slot machines, bookmakers, lotteries;
12. sale/purchase of any securities;
13. “financial pyramids”, Forex, binary options, investment schemes with guaranteed returns;
14. currency exchange, operations with cryptoassets (cryptocurrencies), unless expressly agreed with the Agent in writing; virtual in-game items are not cryptoassets for the purposes of this item;
15. sale of timeshares;
16. sale of firearms and spare parts for them, ammunition, cold steel weapons, military equipment, explosives and means of detonation, chemical warfare agents and means of protection against them, rocket and space complexes, communication and control systems for military use, encryption equipment, as well as regulatory and technical documentation for the production and operation of the above-mentioned devices;
17. gambling (including payment for casino chips, gambling services, online casinos, lotto), lotteries, as well as bookmaking services (acceptance of bets, making of wagers for money or any material value), subject to item 2 of the Requirements for the Website;
18. sale of databases containing personal data;
19. sale of human organs and remains;
20. used car parts;
21. sale of rare/exotic animals;
22. activity violating the sanctions restrictions of the UN, the United Kingdom or the European Union, as well as activity aimed at circumventing them;
23. sale of other goods/services the free sale of which is prohibited by the legislation applicable to the Company or the legislation of the customer’s country;
24. sale of other goods/services the free sale of which is capable of having a negative effect on the business reputation of the Agent, its payment partners or the international payment systems.
Prohibited territories

The Company shall not accept Transactions from Payers located in, or using payment instruments issued in, the Russian Federation, the Republic of Belarus, Iran, North Korea, Syria, Cuba, the occupied territories of Ukraine, and any other country or territory subject to comprehensive sanctions of the United Kingdom or the European Union or indicated by the Agent in the Account.

Official Notice

PLAYPAY LTD
Company number: 13752318 (registered in England and Wales)
Registered address: 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF
Email: info@antilopay.net
Email for personal data matters: personal@antilopay.net
Website: antilopay.net
The contacts indicated are the only official means of communicating with Us. Please be vigilant!
Last updated: 02.11.26. Link to the document: antilopay.net/merchant-terms