Terms & Conditions

1. Preamble

This document sets out the General Terms of Use (“GTU”) for the products and services made available to the user by Nedermann Financial Services SRL (“RONPay”) and by the companies belonging to the same group, through their online channels.

Different terms and conditions may apply to certain SITES and/or platforms, or to integrated partner sites and platforms; in such cases, please consult the GTU made available there.

Accessing or using the SITES 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 these GTU or does not intend to accept them, they must not register, must not continue browsing the SITES and/or platforms, and must not make 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, craft or professional activity.

As clarified in case law, the notion of “professional” includes both natural persons and legal entities (public or private) that use the contract not necessarily in the principal exercise of their commercial or professional activity, but for a purpose connected with the exercise of their entrepreneurial or professional activity.

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

In order to accept these GTU, the user must have the legal capacity to enter into binding contracts. Adult users may enter into contracts for the purchase of RONPay services and/or content on behalf of a minor interested in using those services. Minors who have reached the age of 14 may register on the SITES with the consent of their parent/guardian.

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

3. Sites

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

4. Ownership of the materials on the site

The SITES and/or platforms contain information, texts, software, photographs, video materials, graphics, music, audio content, editorial content and other materials (“the Materials”), protected by copyright, trade marks, patents and other intellectual property rights (“Intellectual Property Rights”). All right, title and interest in these Materials and Intellectual Property Rights belong exclusively to RONPay or to its licensors and suppliers.

5. Use of the materials

Permitted uses. RONPay authorises users to view and, where this is directly available (through “print”/“download” buttons or links), to download (create a local copy on the user's device) and print the Materials, solely for business and professional purposes connected with the use of the services.

Limited commercial uses. Users may occasionally and non-systematically include limited portions of the Materials in business documents, reports and presentations, provided this does not compete with the commercial value of those Materials. In any case, users must include the trade marks and notices present on the SITES/platforms and indicate the source appropriately, mentioning the relevant authors/publishers/translators and the source (indicating “© RONPay – https://app.ronpay.ro”).

Prohibited uses. Except where expressly permitted by RONPay, users may not use, modify, adapt, reformat, download, upload, reproduce, transmit, publish, display, perform, transfer or redistribute the Materials in any form, in any format or on any medium and through any technology, without the prior written authorisation of RONPay and of the other holders of intellectual property rights. Users may not reproduce, use, sell, transmit, publish, dispatch, disclose or distribute the Materials to third parties, including to other members of the same organisation, whether for consideration or free of charge. Except where expressly permitted in the licences relating to specific services/content, users may not publish the Materials in discussion groups, mailing lists, forums, content aggregators, file storage services or any other online destination. Users may not reproduce illustrations, graphics, photographs, diagrams, extracts of text, chapters or electronic books included in the Materials.

Authorisation requests. To request authorisation to reproduce the Materials for purposes other than those expressly permitted, or for questions about correctly indicating the source, please send an email to info@ronpay.ro.

6. Availability of the sites/materials — unilateral changes

RONPay may modify or discontinue any part, feature or content of its sites/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
• changes in market conditions that significantly affect operating costs.

• the nature and extent of the changes
• the effective date
• the reasons justifying the changes
• the user's right to withdraw without penalty within 30 days of notification

Where substantial content or features are removed, RONPay will make alternative materials available, where technically possible.

7. Liability and third-party content

RONPay accepts no liability for the improper use of its services/platforms by users. RONPay does not endorse third-party products, services or information and accepts no direct or indirect liability for damage or loss caused by, or connected with, the use of content, goods or services provided by third parties, or reliance placed on them.

The inclusion of links to third-party sites does not imply authorisation from the owners of those sites, nor sponsorship or endorsement of the SITES/platforms.

8. User-generated content

Uploading/submitting user content. The SITES/platforms may provide features that allow users to upload or submit comments, ideas, articles, information, data, texts, software, music, audio content, photographs, video materials, messages and other materials (“User Content”). Users may submit only lawful and original content (or content they are authorised to submit) and must comply with applicable data protection legislation (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 (for example, infringement of third-party rights, unlawful/defamatory content, breach of the GTU).

Reporting inappropriate/unlawful content: info@ronpay.ro

RONPay's liability for user content. RONPay does not guarantee the accuracy, integrity or quality of User Content and accepts no liability for errors, omissions, infringements of third-party rights or unlawful conduct arising from that content.

RONPay's use of user content. Where users submit content, they authorise RONPay to store, archive, publish, transmit, use and distribute that content for the purpose of providing the services. RONPay may disclose user content together with personal data only where the law requires it or where it is reasonably necessary (legal proceedings, enforcement, protection of rights, security, etc.).

9. Restrictions on use

Users undertake not to use the SITES/platforms for unlawful purposes or in breach of these GTU, including (by way of example): impersonation, unsolicited promotional material/spam, the use of robots/scrapers or other automated methods to access/copy/monitor content, circumventing access controls, security breaches, attempted unauthorised access, disrupting proper operation, generating disproportionate traffic, breaching applicable legislation, or any conduct that harms the commercial value of RONPay's services.

10. Obligations of the registered user

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

If the information is (or becomes) inaccurate, RONPay may suspend/terminate access, with 30 days' notice and with the opportunity for the user to remedy the situation.

Authentication credentials (username/password) must not be shared or disclosed. Users are responsible for any use made through their credentials and for keeping them secure. Any suspected misuse must be reported immediately (for example, to info@ronpay.ro).

RONPay may suspend access with at least 30 days' notice in the event of a breach of the GTU or harmful use.

11. Warranties and limitation of liability (B2B)

Service warranties. RONPay warrants: operation of the service in accordance with the technical specifications communicated; technical support for paid services, in accordance with the declared service levels; conformity of the digital services with the agreed contractual requirements.

Limits of liability in B2B relationships. To the maximum extent permitted by law: RONPay's liability is limited to direct damage, up to the amount paid by the user for the service that caused the damage in the last 12 months; indirect damage, loss of profit, loss of data, business interruption, consequential and punitive damages are excluded; liability is excluded in the event of force majeure, third-party service interruptions, cyber attacks and for network infrastructure not under RONPay's control.

Specific exclusions. RONPay is not liable (for example) for data loss caused by faults in the user's equipment; for service interruptions caused by planned maintenance notified at least 24 hours in advance; for damage resulting from improper use or breach of the GTU; for incompatibility with unsupported software or equipment.

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

12. Indemnity from the user

Users undertake to indemnify and hold RONPay harmless against any claims, costs, demands, damages, losses, expenses and liabilities arising from a breach of these GTU, of third-party rights or of applicable legislation in the use of the SITES/platforms.

13. Complaints and dispute resolution

For complaints relating to goods or services purchased online from the SITES, users may complete the online form available on the RONPay support site.

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

14. Notices, reports and questions

RONPay may send notices by email, through publications on its sites/platforms, on its technical support site and/or by ordinary post.

Contact: Online: https://ronpay.ro Postal address: Bulevardul Eroilor, No. 42, Floor 1, Apt. 9, Cluj-Napoca, Romania Email: info@ronpay.ro

Newsletter: provided free of charge on request; you may unsubscribe at any time through the option in the dedicated customer area or by sending an email to info@ronpay.ro.

15. Miscellaneous provisions

These GTU give rise to personal obligations/rights for the user (non-transferable). RONPay may assign or delegate its obligations/rights.

If any clause is declared void or unenforceable, the remaining clauses remain valid. RONPay may seek appropriate remedies in the event of a breach or unauthorised use.

These GTU form an integral part of the registration form and are available in the “Terms and Conditions” section of the main RONPay website.

16. Applicable law and jurisdiction

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

For contracts concluded between professionals: the court with exclusive jurisdiction over disputes arising in connection with these GTU is the court of Cluj-Napoca, unless the parties agree otherwise.

SPECIAL PART — PROVISIONS ON PAYMENT ACCEPTANCE SERVICES (MERCHANT SERVICES)

The provisions of this Special Part apply exclusively to entities requesting activation of the payment acceptance 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 prevail.

M.1 — Onboarding procedure and due diligence obligations

Activation of the Payment Services is conditional upon successfully completing a pre-verification procedure, structured in two stages:

Stage 1 — preliminary filter. Immediate verification, based on the available information, of any predetermined risk factors (red flags) concerning the website, the declared activity, the jurisdiction of the company and of the beneficial owner, geographical consistency, online presence and reputation, identity consistency, as well as sectors and products. The presence of even a single red flag results in rejection of the application, with a brief statement of reasons recorded, except in authorised exceptional cases.

Stage 2 — documentary verification. Requesting and analysing the minimum mandatory documentation, including, by way of example and without limitation: the registration certificate, the list of beneficial owners, identity documents and proof of address of the beneficial owner, bank details and account statements, a detailed description of products and services, dispute reports, tax registration, and sector licences and authorisations.

The Merchant undertakes to provide RONPay, within the set deadline, with all the requested documentation, complete and accurate, and to promptly notify any subsequent change that may affect the risk assessment. Failure to submit the documentation, or submitting it incompletely within the set deadline, entitles RONPay to suspend or refuse onboarding.

M.2 — The Merchant's representations and warranties

The Merchant represents and warrants that:

• the activity carried out is lawful and compliant with the legislation of the country of registration and of the countries in which it operates and collects payments
• 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 updated periodically in the relevant section of the website or in the contractual documentation
• the website is active, complete and compliant with the minimum required standards, including, where applicable: Terms and Conditions, Privacy Policy, Cookie Policy, Refund Policy, Delivery Policy, clear product descriptions, transparent pricing and genuine contact details
• the corporate and shareholding structure is transparent and allows clear and complete identification of the beneficial owners
• all information and documents provided during onboarding and throughout the contractual relationship are accurate, complete and up to date

The Merchant undertakes:

• to 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)
• not to use the Payment Services for transactions connected with countries, persons or entities subject to international sanctions or included on the FATF lists of high-risk jurisdictions or jurisdictions under increased monitoring
• to comply with the requirements imposed by the payment processors used by RONPay, including the Adyen acceptance policy (the so-called “5 pillars”), as updated periodically
• to notify RONPay immediately of any change in beneficial owners, corporate structure, business activity, website or products offered
• to retain transaction documentation for at least ten years and to make it available at the request of RONPay or the competent authorities

M.4 — Chargebacks, disputes and Merchant liability

The Merchant is solely responsible for:

• chargebacks and disputes initiated by its end customers, for any reason, including, by way of example: non-delivery, non-conforming product, fraud and unrecognised transactions
• fines, penalties or additional fees applied by the payment schemes or upstream processors as a result of exceeding the monitoring thresholds for the chargeback rate
• full reimbursement to RONPay of any amount RONPay is required to pay to the payment schemes, processors or end customers in connection with the Merchant's transactions. The Merchant acknowledges that RONPay reserves the right to withhold from funds pending settlement, or to require the establishment of a rolling reserve of, the amounts necessary to cover the risk of chargebacks and disputes, in accordance with applicable legislation and payment scheme rules. The amount, duration and conditions 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 continuously monitor the merchant's transactions for the purpose of preventing money laundering, terrorist financing and fraud
• to suspend the service immediately in the event of: reasonable suspicion of fraud, money laundering or terrorist financing; exceeding the chargeback thresholds set by the payment schemes; breach of the representations and warranties provided under Article M.2; inclusion of the merchant, its beneficial owners or its beneficiaries on international sanctions lists
• to terminate the contract with immediate effect, by written notice to the merchant, and in all situations where continuing the contractual 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 damages or compensation and remains bound to fulfil all obligations arising before the suspension or termination

The Merchant declares that it has taken note of the anti-money laundering and counter-terrorist financing Policy of Nedermann Financial Services SRL, available on the website or on request, and undertakes to comply with its principles. The risk classification assigned to the merchant under RONPay's internal matrix determines the intensity of the due diligence obligations and the frequency of reassessment, as detailed in the Policy.

M.7 — Confidentiality and data processing

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

M.8 — Sub-acquiring and contracted entities

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

• RONPay has the right to request and obtain from the merchant the documentation on the AML procedures it has adopted for onboarding and monitoring its own sub-merchants
• the merchant undertakes to provide RONPay with an overview of its sub-merchant portfolio, indicating the predominant business sectors, jurisdictions and volumes processed
• the merchant is required to notify RONPay immediately of any relevant change to its portfolio that may affect the risk profile
• RONPay has the right to terminate the contract with immediate effect if it identifies significant deficiencies in the merchant's AML controls, or the presence in its portfolio of sub-merchants operating in prohibited sectors or in high-risk jurisdictions