Terms & Conditions

Last Updated: 19 January 2026

1. Introduction

These Terms & Conditions (the "Terms") govern your access to and use of the WINNERpay website and services (together, the "Services"). These Terms should be read together with our Privacy Policy and any other notices or policies referenced within (collectively, the "Agreement").

By accessing, browsing, creating an account, or using the Services, you confirm that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you must not use the Services.

2. Definitions

In these Terms:

"Account" means your WINNERpay payment account or profile.
"Agreement" means these Terms, the Privacy Policy, the Fees Schedule / Tariffs, and any other applicable policies or terms referenced in connection with the Services.
"Authorized Person" means any person you authorize to access or use your Account.
"Business Day" means a day other than a Saturday, Sunday, or public holiday in the jurisdiction of the applicable WINNERpay Entity.
"Business Hours" means 09:00 to 18:00 (local time of the applicable WINNERpay Entity), Monday to Friday, excluding public holidays.
"Fees Schedule" / "Tariffs" means our published fees and charges, as updated from time to time.
"Payment Instrument" means any method used to initiate payments (including cards or other payment credentials).
"Transaction" means any payment, transfer, refund, chargeback, reversal/return, or other operation initiated or processed through the Services.
"WINNERpay Entity" means the WINNERpay legal entity that provides the Services to you.
"You" / "your" means the individual or entity using the Services (including your Authorized Persons and representatives).
"We" / "us" / "our" means WINNERpay and the applicable WINNERpay Entity.

3. Who we are and which entity provides the Services

WINNERpay is a brand operated by more than one legal entity. When we say "WINNERpay," "we," "us," or "our" in these Terms, we mean the WINNERpay Entity that provides the Services to you.

The identity of the WINNERpay Entity depends on factors such as your place of residence, where your business is established, and the particular Services you use. The applicable WINNERpay Entity will be identified:

in your onboarding flow or account dashboard;
in your contract, order form, or other service documentation (if applicable); and/or
in communications we send to you regarding your Account.

If you would like to confirm which WINNERpay Entity is your contracting party, you may contact us at privacy@winnerpay.com

4. Changes to These Terms

We may amend these Terms (including the Fees Schedule) from time to time. Unless otherwise required by applicable law, updated Terms become effective upon publication on our website.

It is your responsibility to review these Terms regularly. If you do not agree to the amended Terms, you must stop using the Services and may close your Account in accordance with Section 13.

5. Scope of the Services

WINNERpay provides payment-related services as described on our website and within your Account environment.

We do not provide banking services. Unless expressly stated otherwise in writing, your Account is not a bank account and funds are not protected by any deposit insurance or depositor guarantee scheme. Funds may be held in transit and handled through safeguarded or protective arrangements with reputable financial institutions, where applicable.

6. Eligibility and Your Responsibilities

By using the Services, you confirm that:

you have full legal capacity and authority to enter into this Agreement;
you will use the Services only for lawful purposes; and
you will comply with all applicable laws, regulations, and compliance requirements, including those relating to AML/CFT (anti-money laundering / counter-terrorist financing) and sanctions.

You must notify us immediately of any material changes relevant to this Agreement, including (without limitation):

changes to your name, address, beneficial ownership, control, tax residency, business activity, or contact details;
loss, theft, or compromise of identity documents or security credentials;
loss, theft, or compromise of access to your Account or any Payment Instrument.

7. Communications and Notices

We may communicate with you via phone, SMS, email, postal mail, in-app notifications, or through our online portal. "In writing" includes email and communications through our online portal.

Notices are deemed received:

Postal mail/courier: on the second Business Day after dispatch;
SMS/email/portal: at the time of transmission (or when Business Hours resume if sent outside Business Hours).

Unless otherwise agreed, communications and contractual documentation will be provided in English.

8. Account Registration and Use

You may open only one Account unless we agree otherwise in writing. We may suspend, merge, or close duplicate Accounts.

By registering an Account, you represent and warrant that:

the information you provide is accurate, complete, and not misleading;
you are the beneficial owner of the funds and Transactions, unless disclosed otherwise; and
you will not allow any other person to use your Account except Authorized Persons in accordance with Section 10.

We may reject an application or request additional information at our sole discretion, subject to applicable law.

9. Identity Verification and Due Diligence (KYC)

We may request information and documents to verify your identity, address, business activity, beneficial ownership, and/or source of funds. This may include re-verification from time to time, including where:

we suspect information is inaccurate or outdated;
your risk profile changes; or
we are required to do so under applicable laws or internal compliance policies.

You must provide requested information promptly. Failure to do so may result in delays, limitations, suspension, or closure under Section 12.

10. Authorized Persons

If you permit Authorized Persons (e.g., employees, agents, directors) to access or use your Account:

you remain fully responsible for their actions and omissions;
their authority must be documented (e.g., mandate, resolution, power of attorney); and
they will be bound by these Terms as applicable.

We may require Authorized Persons to complete verification checks.

11. Fees and Charges

You agree to pay the fees applicable to your use of the Services, as set out in our Fees Schedule / Tariffs.

Fees may include, without limitation:

account fees (where applicable);
transaction and transfer fees;
document or statement request fees;
amendment, recall, investigation, chargeback, and dispute handling fees.

We may amend fees from time to time in accordance with Section 4. Where required by law, we will provide notice in advance.

You are responsible for any taxes, duties, third-party charges, intermediary bank fees, or other external costs not collected by us.

12. Refusal, Suspension, Limitations, and Closure

We may refuse to open an Account, suspend or close your Account, impose limitations, and/or refuse, block, delay, return, or reverse Transactions where:

required to do so by law, regulation, court order, or instruction from a competent authority;
we reasonably suspect fraud, financial crime, money laundering, terrorist financing, sanctions violations, or other unlawful activity;
you provide false, incomplete, or misleading information, or fail to provide required verification;
your use of the Services presents unacceptable legal, compliance, operational, or reputational risk;
you breach these Terms or applicable laws;
you fail to pay amounts due; or
you become insolvent, subject to bankruptcy proceedings, or otherwise unable to meet obligations.

Where legally permitted, we will endeavor to notify you of such action and the general reason for it. In some cases, we may be prohibited from providing details.

13. Termination by You (Account Closure)

You may terminate this Agreement and request closure of your Account at any time by contacting us.

Closure is subject to:

settlement of all outstanding fees, chargebacks, disputes, or liabilities; and
completion of any legally required retention or compliance steps.

Upon termination, you will be provided a reasonable opportunity to withdraw remaining funds, subject to applicable laws, compliance requirements, and any restrictions under Section 12.

14. Prohibited and Restricted Activities

You must not use the Services to:

violate applicable laws (including AML/CFT and sanctions requirements);
provide false information or refuse requested verification documents;
facilitate illegal activity, fraud, or criminal proceeds;
infringe intellectual property rights;
misuse, attack, or disrupt the website, systems, or security;
operate from or transact with restricted jurisdictions where prohibited;
attempt to circumvent limits, monitoring, or controls; or
use the Services in a manner that may harm us, our partners, or third parties.

We may take action under Section 12 in response to prohibited activity.

15. Personal Data

We process personal data in accordance with applicable data protection and privacy laws and our Privacy Policy. We act as the data controller for the personal data processed in connection with the Services, unless explicitly stated otherwise in our Privacy Policy.

16. Complaints and Disputes

If you have a complaint, contact us at privacy@winnerpay.com. We will acknowledge and handle complaints in accordance with our internal procedures and applicable law.

We aim to respond within 30 Business Days, unless a longer period is required due to complexity, investigations, or legal constraints.

17. Liability and Limitation of Liability

To the maximum extent permitted by law:

We are liable only for direct losses that are reasonably foreseeable and caused by our material breach, negligence, or willful misconduct.
We are not liable for:
- indirect, incidental, special, consequential, or punitive damages;
- loss of profits, revenue, goodwill, business opportunities, or anticipated savings;
- losses resulting from your breach, negligence, or failure to secure credentials;
- events beyond our reasonable control (including outages, third-party systems, and force majeure).

Nothing in these Terms limits or excludes liability for fraud, gross negligence, or personal injury/death caused by negligence where such limitation is prohibited by law.

18. Indemnity

You agree to indemnify and hold us harmless from and against any losses, liabilities, claims, damages, costs, and expenses (including reasonable legal fees) arising from:

your breach of these Terms or applicable law;
instructions you give us or actions taken through your Account;
misuse of the Services by you or your Authorized Persons; or
your negligence, fraud, or willful misconduct.

We may recover amounts owed to us by deducting them from funds associated with your Account where permitted by law.

19. Unauthorized Transactions

You must monitor your Account activity and notify us immediately if you believe a Transaction is unauthorized or incorrect.

Where required under applicable law, we may refund unauthorized Transactions only where:

you did not act fraudulently;
you notified us without undue delay;
you did not intentionally or negligently compromise Account security; and
you reported the issue within any legally prescribed timeframe (for example, within 13 months of the Transaction date, where applicable).

20. Miscellaneous

20.1 Assignment

You may not assign or transfer your rights or obligations without our prior written consent. We may assign our rights and obligations to an affiliate or successor as permitted by law.

20.2 Severability

If any provision is held invalid or unenforceable, the remainder of the Terms remains in full force and effect.

20.3 Entire Agreement

These Terms, the Privacy Policy, the Fees Schedule, and any other applicable policies form the entire agreement between you and us regarding the Services.

20.4 Waiver

Our failure to enforce any right does not constitute a waiver of that right.

20.5 Governing Law and Jurisdiction

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, the Services, or the Agreement are governed as follows:

If the applicable WINNERpay Entity is established in the United Kingdom: these Terms are governed by the laws of England and Wales, and the courts of England and Wales shall have jurisdiction, except where applicable law requires otherwise.
If the applicable WINNERpay Entity is established in Canada: these Terms are governed by the laws of the Province of British Columbia and the applicable federal laws of Canada, and the courts located in British Columbia, Canada shall have jurisdiction, except where applicable law requires otherwise.

Nothing in this section limits any rights you may have under mandatory consumer protection laws in your country of residence (including any rights to bring proceedings in another court where such rights cannot be excluded).

20.6 Class Action Waiver

To the extent permitted by law, you agree not to participate in any class action or representative action against us.

20.7 Survival

Provisions relating to Fees, refusal/suspension/closure, liability limitations, indemnities, dispute resolution, and any other provisions which by their nature should survive will survive termination of this Agreement.