1. Introduction
The following document applies to MidPay’s transaction platform (www.midpay.ai) (“The Platform”).

The following document applies to MidPay’s transaction platform (www.midpay.ai) (“The Platform”). The Platform is owned and operated by MidPay Inc (“MidPay”) a Private Company incorporated in the state of Delaware. MidPay grants you a non-exclusive licence to access the Platform and use the Services (defined below) subject to these terms and conditions (“Terms”).

In these Terms, “we”, “us” and “our” refer to MidPay and references to “you” and “your” is to you, the user of the Platform and our customer (“Customer”). By accessing and using the Platform and Services you agree to be bound by these Terms. If you do not agree with these Terms, you must immediately stop using the Platform. You agree that we may change, update or otherwise amend the Platform, the Services and these Terms at our absolute discretion.

“Account” (i) a payment account or payment instrument of a Buyer held with or issued by a third-party payment service provider (e.g. Buyer’s bank account or credit/debit card) from which funds are transferred to Stripe; (ii) a payment account of a Seller held with or issued by a third-party payment service provider (e.g. Seller’s bank account or credit/debit card account) to which funds are transferred to Stripe on completion of a Transaction.

“Business Day” Monday through Friday between the hours of 9:00 a.m. and 5:00 p.m. (EST), which are not public holidays in the United States.

“Payment” The transfer of Funds by MidPay from the Buyer to the Seller to satisfy the payment of the relevant Transaction.

“Funds” The funds transferred to Stripe under a specific Transaction ID pursuant to these Terms and for the purpose of effecting the payment of the Transaction between Buyer and Seller.

“Transaction ID” The unique identifier associated to a particular Payment Transaction identifying the funds transferred to Stripe on behalf of a specific Buyer and Seller.

“Prohibited Transactions” Customers may not use the Platform or the Services in connection with any Transaction that is illegal or involves any illegal items, or is for any illegal purpose; involves any obscene or pornographic material; involves any munitions or firearm; involves pirated software, DVD or videos or item(s) otherwise infringing copyrighted works; involves illegal drugs or controlled substances; sale of alcohol to consumers; gambling and sale of electronic currencies.

“Security Details” The personal username or password associated to your MidPay Account.

“Seller” Has the meaning as set out in paragraph 5.1(a) of these Terms.

“Services” The transaction management and escrow-like services provided in relation to the Platform.

“Buyer” Has the meaning as set out in paragraph 5.1(a) of these Terms.

“Writing” Includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

“Transaction” The sale of goods or services by the Seller to the Buyer.

“Item” The object of the transaction. The item can refer to physical goods, digital goods, or services. The item must not be part of MidPay’s prohibited items list (please refer to the “Prohibited transactions” section for our prohibited items list). The item description must reflect its quality and appearance precisely (including any defects or alterations) when the transaction is created, as it constitutes a sales agreement between the Buyer and the Seller.

2. Conditions of Use
You accept and acknowledge the following conditions to access and use of the Platform and any Services:
You are over the age of 18; You only use the Platform and Services for lawful purposes and not for Prohibited Transactions; and you represent that you have the capacity to form a binding contract in your jurisdiction; You have the authority to bind any business on behalf of which you use our Platform; You register a MidPay Account; You have the necessary equipment and access to the internet; You must provide us with accurate personal and contact information and not share your personal information with other Customers; You will only represent yourself and will not create false aliases or impersonate any other person or entity (with or without their consent) in connection with the Platform; You are not breaking any local, state, national or international law in your relevant jurisdiction by accessing or using this Platform or the Services.

3. Registration & Accounts
You accept and acknowledge the following conditions to access and use of the Platform and any Services: To access the services, you will need to register a MidPay Account by providing the information requested on the Platform (including full name and email address) and creating a password.

You consent to the use of this information to create your MidPay Account in accordance with our Privacy Policy and acknowledge that we rely on the information provided by you during the registration process being true, accurate, current and complete.
You agree to provide all information and documents we need from time to time so we can verify your identity and/or your bank account and so we may comply with our legal obligations to combat financial crime, including money laundering and fraud. We may use third-party data services that specialize in customer due diligence services to verify your identity. You also authorize us to hold your information, including your browsing and activity history, so we may perform ongoing monitoring of the Services and your behaviours when using MidPay to comply with our legal and regulatory obligations. If we are unsuccessful in receiving satisfactory information for us to verify your identity at the point of registration, we reserve the right to refuse to register your MidPay Account and prevent you from gaining access to the services. We may also have obligations to report such activity to governmental agencies and we do not require your consent to do so. If you are provided with a username and password to access the Platform, it is your responsibility to keep your username and password secure (Security Details). You indemnify us for any loss or damage we suffer as a result of your fraudulent use of your MidPay Account including you knowingly sharing your Security Details with a third party for the purposes of fraud. You must take all reasonable steps to avoid the loss, theft or misuse of the Security Details. You warrant and represent that any information provided to us is accurate, complete and not misleading and remains so. You must notify us of any change to such information.
We may suspend your use of the Services if: We have reasonable concerns about the security of the MidPay Account; We are unable to confirm your identity or there is a potential risk of financial crime as part of our ongoing monitoring process; We suspect the Services are being used in a fraudulent or unauthorised manner, or We need to deal with technical problems or make minor technical changes.

We will notify you of any such suspension in advance, or immediately after if this is not possible, unless we have detected a problem which is urgent or an emergency. We will provide you with the reasons for the suspension, unless to do so would compromise reasonable security measures or otherwise be unlawful. We will lift the suspension and, where appropriate, issue new Security Details free of charge as soon as practicable once the reasons for the suspension cease to exist. We cannot be held liable for any delay to the Services if we require to make an urgent change or deal with an emergency that may affect the security of our Platform, although we will at all times comply with our regulatory obligations to complete a Payment Transaction. We may change the Platform on regular intervals to reflect changes in relevant laws and regulatory requirements, to implement minor technical adjustments and improvements, for example to address a security threat or otherwise to enhance the Services we provide through the Platform. These changes should not affect your access to or use of the Platform or Services. If we make more significant changes to the Platform or the Services, we will use our reasonable endeavors to inform you by email or by posting information on our website and may make changes to these terms to reflect such changes.

4. Other Service Providers
Stripe
Payment processing services for sellers on MidPay are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a buyer or seller on MidPay you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of MidPay enabling payment processing services through Stripe, you agree to provide MidPay accurate and complete information about you and your business, and you authorise MidPay to share it and transaction information related to your use of the payment processing services provided by Stripe.

If you use our services to accept payments in advance of an event, you agree and authorize us and our payment processor to withhold an equal amount of funds from your normal payment processing payout. We and our processor will hold these funds in a reserve, to cover any potential customer disputes or chargebacks, until the event has occurred. Upon request, and based on a review of your payment processing and chargeback history, we and our payment processor may release some or all of the funds to you at an earlier date.

5. Transactions
Either party may start a Transaction. The Customer receiving the Payment Transaction shall be the Seller (“Seller”), the Customer making the Payment Transaction shall be the Buyer (“Buyer”). To initiate a Transaction, a Customer must log into their MidPay Account, or, if the Customer does not have a MidPay Account, register a MidPay Account (as set out in paragraph 2). Once you have logged into your MidPay Account and you have confirmed the details of the Transaction (including the Transaction value, details of the transaction and the contact details of the counterparty to that Transaction (“Counterparty”)), a request will be sent to the counterparty. In order to join a transaction, the Counterparty shall be required to log into their MidPay Account or, if the Customer does not have a MidPay Account, register a MidPay Account (as set out in paragraph 2). Once all the details have been confirmed as correct, the Buyer transfers the funds, including the MidPay fee, to Stripe. The Funds will be debited from the Buyer’s Account and transferred to Stripe, identifiable by the Transaction ID. Once the Buyer has authorised the Payment Transaction, it cannot revoke that consent and the Funds will not be released until the transaction has been completed. Both parties will always be able to check the progress of the transaction by clicking on the relevant transaction in the “My Transactions section”. Once the item has arrived and the Buyer is happy not to complain within the 24-hour time limit, the funds will be automatically released from Stripe. No interest will accumulate on the funds, as the account is managed by Stripe. However, a Maintenance Fee may be charged for any unclaimed Funds as set out in paragraph 5.6. We do not require, but strongly recommend that the Seller keeps records of any Transaction in case of a Transaction dispute (such as photographs to act as proof of delivery or completion of services). The Funds remain in Stripe on behalf of the Buyer from the receipt of the Funds until the transaction is completed. MidPay reserves the right to deem a transaction complete or still in progress whenever necessary. Upon the completion of a transaction, the Payment is automatically executed. Once the Payment is executed the Funds remain in Stripe on behalf of the Seller. The funds are transferred automatically to the Seller’s Account, subject to delays depending on the need for and the results of anti-money laundering, counter terrorist financing or anti-fraud checks. You will get an indication of the anticipated time for the completion of the Transaction by checking the relevant transaction status. We will endeavour to notify you of any delays, and cannot be liable for any delays caused by any third-party service providers used as part of the transfer of the Funds to the Seller. We reserve the right to conduct customer due diligence checks on the Seller and/or the Buyer at any time. In the event that the Seller and/or the Buyer do not pass the checks, the Funds will not be transferred until all the checks have passed in accordance with applicable law. Depending on the result of the checks, the Funds may be transferred to a third party (including but not limited to a governmental asset recovery agency).

Payment & Fees
Payments, done through Stripe Connect, must be made in advance by credit card, debit card or any other payment method specified on the Platform. Surcharges may apply for certain payment methods, including charges from your own card issuer. We shall charge you fees as listed below. We reserve the right to change these at any time, by providing you notice pursuant to paragraph 12.

Buyer Protection Fee
The Buyer Protection fee applies to all MidPay transactions made through the platform or the App, and to certain transactions made through partner platforms*. It is calculated and added to the total amount of the transaction before the payment is submitted by the Buyer. The standard Buyer Protection fee rate is 6% + $0.40 ** A Custom Buyer Protection fee may apply to transactions made through partner platforms The Buyer Protection fee is non-refundable.

Chargeback fees
A Stripe Chargeback fee of $18.45 applies to all chargebacks and is deducted from the Seller’s next payout amount. The Stripe Chargeback fee is non-refundeable, regardless of the outcome of the chargeback response.

Cancelling a Transaction
Once the Funds have been deposited into Stripe, if the Transaction has not been completed, or as otherwise agreed/set by the parties on the Platform, the Buyer may lodge a complaint via the Platform. The Seller shall be notified of such Buyer request and, should the refund be agreed by both parties, a refund Payment Transaction shall be initiated and the Funds shall be returned to the Buyer. We reserve the right to charge any administrative fees or other charges for a cancellation (Cancellation Fees). Both parties can mutually agree to cancel a transaction if the item hasn’t been posted yet, the MidPay fee will be non-refundable however.

Consumer Protection – Sellers terms, cancellation, refunds and returns

When you are a Buyer in a Transaction and you are an individual not engaged in conduct related to your trade, business, you are a consumer. A Seller shall be required to comply with the minimum requirements of the consumer regulations in the Seller’s own jurisdiction in respect of cancellations, refunds and returns.

Currency Conversion
MidPay does not provide a currency conversion service and any conversion service will be provided by your third-party payment service provider or Stripe when transferring funds to and from your Account.

Customer Information For each Transaction, you will be able to access all the following information in your MidPayAccount, as available and applicable:

1. Information on the other party to the Transaction including a brief description of the item in question and the delivery service used if applicable;
2.The status of the Transaction;
3.The total amount, and the currency of, the Funds standing to the credit in Stripe relating to the Transaction in question;
4. The Fees, Maintenance Fees and other charges for the Payment Transaction and, where applicable, a breakdown of these payable by you;
5. The date of receipt of the payment order.

6. Liabilities And Liability For Invalidated Payments
To the extent permitted by law, we are not liable to you, except: as set out in paragraph 6;

1. As a direct consequence of our fraud;

2. For death or personal injury caused by us as a result of our negligence (or any other act or omission caused by our negligence that cannot be excluded by law).

Subject to the rest of this paragraph 6 we are not liable for:
1. Any loss of profit, business, contracts, revenue or anticipated savings;
2. Any special, indirect or consequential damages.

Unauthorized and incorrectly executed Transactions
Except where you have acted fraudulently and subject to notification under this paragraph 6.2 you will not be liable for any losses incurred in respect of an unauthorized Payment. We will assume that all Payments are authorised by you unless you notify us otherwise. If you believe you did not authorize a particular Payment or that a Payment was incorrectly carried out, in order to get a refund, you must contact us as soon as possible, and in any case, no later than 13 months after the amount of the Payment Transaction has been deducted from the Account. We will immediately (and no later than close of business on the day the refund was requested) refund the amount of any unauthorised Payment Transaction and any associated fees payable under the Terms subject to the rest of this paragraph. If we are liable for an incorrectly executed Payments, we will refund without undue delay the amount of the Payment and any associated fees payable under the Terms subject to the rest of this paragraph 6.2. If the refund request is received on a non-Business Day or after 4:30 pm on a Business Day, we will make the refund at the beginning of the next Business Day. We may require you to complete a dispute declaration form. We may conduct an investigation either before or after any refund has been made. We will let you know as soon as possible the outcome of any such investigation. If you are a consumer or a micro-enterprise, we will only conduct an investigation after we have refunded you unless we have prima facie evidence that we should not be making the refund.

Invalidated Payments
If you are a Seller, you are liable for all claims, expenses, fines and liability we incur arising out of:

1. A chargeback, refund, over-payment, payment error, or other invalid payment you cause (collectively Invalidated Payment);
2. Any error, negligence, misconduct or fraud by you, your employees, or someone acting on your behalf;
3. Any losses resulting from your failure to comply with the terms of this Agreement. I

n the event of an Invalidated Payment or other liability, we may deduct from the Funds the amounts due to us under these Terms prior to any refund.

7. Payout details
Users payout details must be up to date at all times if they intend to transact on our platform as a seller.

In the case where payout details are not up to date, funds may not be released to a user's bank account or debit card (Debit Cards only for the USA). In the event that payout details are not provided 90 days from the point of completing a transaction, we may be forced to remove this balance from your account, as requested by our regulators, and you will be unable to withdraw these funds.

8. Notices & Communication
You can contact MidPay via the contact us pages on the Platform. Alternatively, you can contact MidPay by email support@midpay.ai. MidPay will contact you by using your email address, telephone number or residential address. All communications with respect to the Services will be in English. Notices regarding changes to these Terms or the termination of these Terms will be made

in writing including by sending you an email or a PDF document The language of the Terms is English and any translation provided is for information purposes only.

9. Termination
You may terminate these Terms at any time by contacting us. Notwithstanding the termination, any ongoing Transactions will continue in accordance with these Terms until completed unless the parties agree otherwise. We may terminate these Terms, your right to access the Platform and Services, for any reason and at any time by giving you two months’ notice in writing. Upon termination of these Terms, and provided that these Funds are not held in relation to a Dispute or otherwise required by law, we shall repay the Funds to the party who is a Buyer in a Transaction. The termination of these Terms does not affect the parties’ rights in respect of periods before the termination of these Terms.

Cooling-off – If you are a consumer:
You hereby request immediate performance of these Terms for the provision of the Services and acknowledge that you will lose your statutory right of withdrawal from these Terms once the initial service is fully performed. Nevertheless, you retain your right to terminate these Terms pursuant to the rest of this paragraph 8.

10. Disputes, Refund and Cancellation Policy

10.1. Disputes and Refunds Guidelines

10.1.1. General
A Buyer who entered into a transaction via MidPay may start a transaction dispute (also referred to as a transaction "complaint") and request a refund in the event that:

●  The complaint period has not yet elapsed (check article 1.2 - Complaint period - for more details)
●  Funds have not been released to the seller
●  The Buyer believes that the Seller has failed to comply with their obligations in relation to the Transaction.

The complaint may only be examined provided that the complaint process is adhered to (please check section 1.3 - Complaint process - for more details).
This paragraph shall take precedence over any dispute resolution clause contained in any other agreement that governs the Transaction. MidPay serves as an intermediary connecting buyers and sellers. MidPay does not buy or sell items. MidPay is not involved in any transaction as a participating party.

10.1.2 Complaint period

10.1.2.1 Face-to-Face Transactions
In face-to-face transactions, the complaint period starts when the Buyer or the Seller confirms the item handover by logging into the My Transactions section of their private account and clicking on the 'Confirm handover' button. This action effectively progresses the transaction to:

●  Buyer Handover Confirmed status if actioned by the Buyer
●  Seller Handover Confirmed status if actioned by the Seller

If the transaction is processed via a third-party platform, the handover confirmation may take place directly on the third party platform. With certain partner integrations it may be carried out by the platform managing the user’s MidPay account, provided that the user gave permission to the platform to manage their account.

For most transactions, MidPay only requires handover confirmation from one of the parties involved in the transaction (the Buyer or the Seller). However, in certain partner integrations, we may

specifically require Buyer handover Confirmation in order to progress the transaction. In these situations, if the Buyer fails to confirm the successful handover of the item, MidPay will reach out to the Buyer to request such confirmation. If the Buyer remains unresponsive for two days following MidPay's contact, MidPay will proceed to confirm the handover on the Buyer's behalf. This action will advance the transaction to the 'Buyer Handover Confirmed' status and start the complaint period.

From the start of the complaint period, and unless specified otherwise by the third-party platform managing the transaction, the Buyer has 24 hours to file a complaint via the complaint process (check section 10.1.3 - Complaint process - for more details)

10.1.2.2 Online Transactions
In online transactions, the complaint period starts when the delivery is confirmed, and the transaction progresses to delivered status. The delivery may be confirmed by:

1. The shipping company;
2. The Buyer, by logging into their private account (MidPay account or third party platform account if the transaction was processed via a third party platform) and clicking on the 'Confirm Delivery' button;
3. MidPay, if the tracking information available on the shipping company's tracking website confirms that a successful delivery took place;
4. The third-party platform managing the user's account, if the transaction is processed via a third-party platform and the user authorized the platform to manage their account.

From the start of the complaint period, and unless specified otherwise by the third-party platform managing the transaction, the Buyer has 24 hours to file a complaint via the complaint process (check section 10.1.3 - Complaint process - for more details).

10.1.3 Complaint process
The complaint must be raised within the 24-hour complaint period unless specified otherwise by the third-party platform managing the transaction. The Buyer must report the issue as follows:

●  For transactions carried out via MidPay, by clicking on the "File a Complaint" button on the transaction page of their private MidPay account and completing the complaint submission flow within 24 hours of the start of the complaint period.
●  For transactions carried out via a third-party platform, by following the complaint process outlined by the third-party platform and completing the complaint submission flow, within 24 hours of the start of the complaint period (or otherwise advertised by the third-party platform managing the transaction).

The submitted complaint should include a detailed description of the issue justifying the refund request.
The successful completion of this complaint process will suspend the transaction, and MidPay will retain the funds for the duration of the complaint investigation and until the complaint is resolved. The seller will be notified that the complaint has been initiated, and it will be visible on the status page of that transaction in the "My Transactions" section of their private account. If the Buyer does not file a complaint within the 24-hour complaint period (or otherwise advertised by the third-party platform managing the transaction), the Transaction will be completed automatically. In this case, the funds held by MidPay will automatically be released to the Seller. Failure to file a complaint within the specified period will void any refund request, and MidPay will not be liable for late complaints.

10.1.4 Complaint reasons

Any of the following complaint reasons may be admissible:

●  The item was not received (Please see section 1.4.1 for more details)
●  For shipped item, the item was recognized as damaged in transit by the shipping company (Please see section 1.4.2 for more details)

●  The item description at the time of purchase does not match the actual item received (for transactions processed via third-party platforms, this may be subject to the third-party platform's terms of service. Please see section 1.4.3 for more details)
●  The seller approves the refund
●  Other circumstances deemed appropriate by MidPay

10.1.4.1 The product was not received
If the Buyer contests the delivery or handover of the item, the Buyer must inform MidPay by filing a complaint via the complaint process. If the complaint investigation carried out by MidPay confirms the item has not been received, the Buyer will be issued a refund of the item price (The Buyer Protection fee, however, is non-refundable) unless it is confirmed that the item can be delivered again within a reasonable timeframe or unless the Buyer explicitly agrees to wait until a new delivery can take place (please see section 1.5 for more details about the complaint investigation). In case of dispute about the delivery of an item, if a tracked shipping was used, the information provided by the shipping provider will be deemed accurate, unless evidence to the contrary is provided to MidPay by the Buyer. If the Seller chooses to use untracked postal services, the Seller will bear all liability for the item in case of non-delivery.

10.1.4.2 The item was recognized as damaged in transit by the shipping company
In transactions involving shipped items, a complaint for an item damaged in transit will be accepted if the Buyer can provide evidence that the shipping company recognizes the damage and accepts liability. As a result, it is the sole responsibility of the Buyer to report the damage to the shipping company as soon as it is noticed, according to the shipping company's processes and timelines. Once evidence that the shipping company recognizes the damage and accepts liability has been shared with MidPay, the Buyer will be issued a refund of the item price. The Buyer Protection fee, however, is non-refundable. A return of the item to the Seller may be required before the refund can be issued (please see section 1.6 for more details).

The responsibility to claim compensation for the damaged goods, according to the shipping company's processes and timelines, remains with the Sender. Except in situations where MidPay is recorded as the Sender via an established partnership with a shipping company, MidPay cannot be held liable for the cost of items damaged in transit.

10.1.4.3 The product description at the time of purchase does not match the actual product received by the Buyer.
Items must comply with the description and any photographs published in the Item listing. If, when received, the Buyer considers that the item does not correspond to the item listing, the Buyer must inform MidPay by filing a complaint via the complaint process. A complaint investigation will be initiated by MidPay (please see section 1.5 - Complaint Investigation - for more details). If, at the end of the investigation, MidPay resolves the complaint in favour of the Buyer, the Buyer will be issued a refund of the item price. The Buyer Protection fee, however, is non-refundable. A return of the item to the Seller may be required before the refund can be issued (please see section 1.7 - Returns - for more details).

10.1.5 Complaint Investigation
When a complaint is raised via the complaint process, a complaint investigation will be initiated by MidPay. MidPay’s Support Team will contact the Buyer and the Seller via email and may ask the Buyer and the Seller to provide information related to the dispute together with all documents that may apply to the transaction (Evidence), including any business terms, quotes, images or video relative to the transaction, proof of recorded or courier delivery, expert statements, and/or any correspondence or other documentation relevant to the transaction. In the case of transactions processed via a third-party platform, when the Buyer claims that the item received does not match the item description at the time of the purchase, MidPay will refer to the third-party platform's terms of service and supporting documentation to decide whether the item is significantly not as described.

Active cooperation from both parties involved in the transaction (Buyer and Seller) will be required. Any party's unresponsiveness for more than 48 hours after being contacted by MidPay will be considered an agreement with the other party's claim. Once MidPay reaches an outcome, both parties will be informed of this outcome by email. In the event of a complaint being resolved in favour of the Buyer, a return of the product to the Seller may be required before a refund can be initiated. Please see section 1.7 - Returns - for more details about Returns.

10.1.6 Complaint outcome MidPay reserves the right to arbitrate and decide which party is liable for the dispute. MidPay will ultimately make decisions on a case-by-case basis, based on all the relevant information provided by each party. The decision made by MidPay is final, and both the Buyer and the Seller commit to respect such decisions made by MidPay. Provided that both parties engage with the MidPay’s Support Team during the complaint investigation, the Buyer will not be entitled to a refund of the price of the item in the following circumstances:

●  The Buyer did not report the issue to MidPay within the complaint period (see section 1.2 - Complaint period - for more details), did not follow the complaint process (see section 1.3 - Complaint process - for more details), or did not provide an admissible complaint reason (see section 1.4 - Complaint reasons - for more details)
●  MidPay judges that the item that is subject to the complaint is not significantly different from the item description at the time of purchase
●  MidPay judges that the Item that is subject to the complaint has been tampered with, used, or altered in any way whatsoever by the Buyer;
●  The Buyer explicitly confirmed that they were satisfied with the item before filing the complaint.

●  The Buyer did not provide sufficient evidence to support their complaint within the required timeline or was unresponsive to the MidPay Support Team for more than 48 hours.
●  MidPay judges that there is sufficient proof in the complaint investigation process or through a previous, concurrent, or subsequent fraud investigation that the Buyer carries out activities that abuse or misuse the platform. The Seller's failure to respond to the MidPay Support Team for more than 48 hours during the complaint investigation will result in an automatic resolution of the complaint in favour of a refund to the Buyer, while the Buyer's failure to respond to the MidPay’s Support Team for more than 48 hours during the complaint investigation will result in an automatic resolution of the complaint in favour of a release of the funds to the Seller. Extraordinary situations may lead the MidPay’s Support Team to apply some flexibility on these timeframes.

10.1.7 Returns
Except in situations where the object of the transaction was a service and in situations where the product was not received, when the complaint investigation leads to a resolution in favour of a refund to the Buyer, the Seller can request a return of the item within 48 hours of being notified of the outcome of the complaint. If the Seller requests a return of the item, the Buyer will have to return the item within five working days and will bear the cost of the return, unless agreed otherwise with the Seller. MidPay does not facilitate the return, does not offer conditions for the return and does not cover the costs of returning the item. It is advised that the Buyer selects tracked shipping services for the return of the item, in which case the shipping and delivery information provided by the shipping company will be deemed accurate unless evidence to the contrary is provided to MidPay by the Seller. If the Buyer elects to use untracked postal services, the Buyer will bear liability for the item until the Seller confirms the item as successfully returned.

When a return is requested by the Seller, MidPay will wait to receive confirmation from the Seller that the item was returned, before processing the refund.
If the Seller reports an issue about the returned Item by contacting MidPay customer support at support@midpay.ai before the refund is confirmed, MidPay will investigate the issue and make a final decision. MidPay will process a refund of the item price within two days of receiving confirmation from the Seller that the item was successfully returned, or if the Seller remains unresponsive for two days after having been contacted by MidPay to confirm the return of the item. The Buyer Protection fee however is non-refundable.

10.2. Cancelling a Transaction
Once the payment has been processed and the Funds have been deposited and are retained into Stripe: The Buyer, who authorised the Payment Transaction, cannot revoke that consent. The Seller can decide to cancel the transaction before posting or delivering the item or service. In transactions processed via third-party platforms, the seller may have the option to cancel directly on that third-party platform, but not always. In all cases, the Seller can contact us at support@midpay.ai to ask for the transaction to be cancelled. When the transaction is cancelled by the Seller before the item or service is posted or delivered, the Buyer will receive a full refund of the price of the item or service and the Buyer Protection fee. The Buyer may send a request to MidPay to cancel the transaction if the item hasn't been posted or exchanged yet. MidPay may seek confirmation from the Seller that the item hasn't been posted or exchanged yet and that they agree to cancel the transaction, before granting the Buyer's request. A refund of the item price will be issued to the Buyer within 48 hours of MidPay having received confirmation from the Seller that the item hasn't been posted or exchanged yet and that they agree to cancel the transaction, or if the Seller remains unresponsive for 48 hours after having been contacted by MidPay to confirm their agreement to cancel the transaction. The MidPay fee will be non-refundable however. 4. The Buyer can file a complaint via the Complaint Process if the item has been delivered or exchanged already (please refer to paragraph 1 for more details). A transaction cannot be cancelled anymore once the funds have been released to the Seller. MidPay may decide to cancel a transaction in the following situations:

●  One of the parties involved (The Buyer or the Seller) fails to progress the transaction within reasonable timeframes and/ or remains unresponsive to MidPay's contact attempts. If the cancellation occurs due to the Seller's failure to progress the transaction, the Buyer Protection fee will be refunded. However, If the cancellation occurs due to the Buyer's failure to progress the transaction, including the Buyer's failure to collect a shipped item from a collection point, the Buyer Protection fee will not be refunded.
●  MidPay judges that The Buyer carries out fraudulent activities or activities that abuse or misuse the platform.
●  Any of the parties involved in the transaction (The Buyer or the Seller) breached MidPay’s terms of service. 1

0.3. Consumer Protection – Sellers terms, cancellation, refunds and returns
When you are a Buyer in a Transaction, and you are an individual not engaged in conduct related to your trade, or business, you are a consumer. A Seller shall be required to comply with the minimum requirements of the consumer regulations in the Seller's own jurisdiction in respect of cancellations, refunds and returns.

10.4. Contact Us

If you have any questions or concerns about our Disputes, Cancellations and Refund policy, please contact us at support@midpay.ai for assistance.

11. Complaints and ADR
If you are not satisfied with the Services, tell us first by contacting us on support@midpay.ai so we can try to resolve the issue. We will promptly send you a complaint acknowledgement and a copy of our Complaints Procedure. You may also request a copy of our Complaints Procedure at any time. Details of our Complaints Procedure can also be found on the Platform in the FAQ’s section. You agree to cooperate with us and provide the necessary information for us to investigate and resolve the complaint as quickly as possible. We will investigate all complaints fairly and will attempt to resolve any complaint as promptly as possible in accordance with our regulatory obligations. You may receive a summary resolution from us where we are able to provide an agreed resolution within 3 Business Days from the complaint, or in all other cases you will receive our final response within 8 weeks from receipt of the complaint.

12. Force Majeure
We are not liable for any breach of the Terms where the breach is due to abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to our legal obligations.

13. General

Questions - If you have any questions regarding these Terms, please refer to our FAQ’s. If you cannot find an answer to your question, please contact us by email at support@midpay.ai. We may assign or otherwise transfer our rights under these Terms by giving you two months’ written notice. You may not assign or otherwise transfer your rights under these Terms without our prior written consent. Changes - We will notify you of any change to the Terms via the Platform and by email two months in advance. You will be deemed to have accepted the change if you do not notify us otherwise prior to the date the change takes effect and continue to use the Services. If you do not accept the change, the Terms will terminate at the end of the two-month notice. You may also end the Terms immediately and free of charge before the expiry of the two-month notice. Copies of the most up-to-date version of the Terms will be made available on the Platform at all times. Severability - Any provision of these Terms, which is invalid or unenforceable in any jurisdiction, is, as to that jurisdiction, ineffective to the extent of the invalidity or unenforceability without affecting the remaining provisions of these Terms or affecting the validity or enforceability of that provision in any other jurisdiction. The parties will negotiate in good faith to replace any such provision with a provision which is valid and enforceable and consistent with the intention of these Terms, so far as is reasonably practicable. These Terms form part of an ecommerce transaction and the parties agree that these Terms shall be accepted electronically and the agreement to these Terms is formed and validly entered into electronically. Governing Law - The Terms, and your relationship with us arising out of or relating to the Terms, will be governed by United States law. However, if you are a consumer and resident outside of the United States, the law governing the Terms will be deemed to include any such consumer laws of the jurisdiction in which you reside (“Home Jurisdiction”) that provide greater consumer protection than is available under United States law. Jurisdiction - All disputes arising out of or relating to the Terms shall be subject to the exclusive jurisdiction of the U.S. courts. However, if you are a consumer and resident outside of the United States, you may petition the courts of your Home Jurisdiction in addition to the U.S. courts.