General Terms and Conditions for Merchants
Version 2.0 · Effective Date: 21 September 2026
These General Terms and Conditions (the “Terms”) govern the use of SpendLayer Direct (the “Services”) by a merchant (“the Merchant”, “you”). They are published at spendlayerdirect.com and are incorporated by reference into the Licence Agreement described in section 2. These Terms govern SpendLayer Direct and nothing else; any further product is governed, if at all, by separate terms.
The Services are provided by Circinus Finance Ltd., a non-resident domestic company incorporated in the Republic of the Marshall Islands on 7 August 2025 with corporation number 133239, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH 96960, trading as SpendLayer (“SpendLayer”, “we”, “our”, “us”).
These Terms contain provisions that limit our liability and require you to indemnify us. Please read sections 17 and 18 carefully. Section 4 of the Licence Agreement and section 10 of these Terms explain that you alone hold the key to your wallet and that key loss cannot be reversed. Please read them before you generate a key.
What has changed in version 2.0. Version 2.0 identifies the contracting entity, replaces references to the Merchant Agreement with the Technology Licence Agreement, states a governing law, adds the validation obligation, the provisions on your wallet and key and the right to appoint regional distributors, and removes provisions inherited from card-acquiring practice — settlement accounts, rolling reserves, holdbacks, deferred settlement and set-off against settlement — which did not describe how the Services work. No merchant was bound by version 1.0, which is withdrawn, so version 2.0 is the first version of these Terms to apply to any merchant.
Background
THE MERCHANT is operating one or more Web Sites. THE MERCHANT wishes to license SpendLayer Direct, so that its present and future customers may pay it using SpendLayer Direct.
The Merchant warrants that it has all necessary permits, licences and authorisations to conduct its business, and that it advertises its services in accordance with applicable law in each jurisdiction in which its customers are located, in which its services are available or in which it directly or indirectly advertises its services.
SpendLayer supplies technology. It does not hold, control or have access to digital assets belonging to you or to a Customer, and it is not a payment service provider, money services business, custodian, exchange or agent. Section 6A explains how this works in practice.
1. Definitions
“Collection” means a transfer of digital assets from a Customer’s wallet to the Merchant made under a Mandate, executed under a transaction signed by the Merchant.
“Consent Interface” means the interface at which a Customer reviews and signs a Mandate using the Customer’s own wallet.
“Customer” means an end user of the Merchant who elects to pay using a Service.
“Licence Agreement” means the separate written agreement between SpendLayer and the Merchant described in section 2.
“Licence Fee” means the fee payable under the Licence Agreement.
“Mandate” means the on-chain payment authorisation created and signed by a Customer using the Customer’s own key.
“Merchant Key” means the private key generated in the Merchant’s browser environment and used by the Merchant to sign transactions.
“Merchant Wallet” means the blockchain address controlled by the Merchant Key.
“On-Ramp Provider” means an independent third party through which a Customer may acquire digital assets.
“Signature Request” means an unsigned transaction prepared by SpendLayer and sent to the Merchant for validation and signature.
2. Scope and relationship with the Licence Agreement
2.1 These Terms apply to every Merchant using the Services and are incorporated into the Licence Agreement.
2.2 Commercial terms — the Licence Fee, support, volume tiers and any other commercial matter — are set out in the Licence Agreement and not in these Terms. The Licence Agreement incorporates these Terms and, where the two conflict, the Licence Agreement prevails.
2.3 Where these Terms refer to a Merchant Agreement, that reference is to the Technology Licence Agreement. Any merchant agreement entered into before the Effective Date of version 2.0 is superseded by the Licence Agreement.
2.4 Nothing in the Licence Agreement operates to reduce a Merchant’s obligations under sections 3, 4, 5, 6, 6A, 10 or 13.
2.5 We may appoint distributors of the SpendLayer Technology for particular countries or regions, and may authorise an appointed distributor to grant sublicences of the Services. Where a distributor is appointed for your region we may either transfer the Licence Agreement and these Terms to that distributor, or arrange for the distributor to provide the Services to you on terms materially equivalent to these Terms. We will tell you which entity is providing the Services to you. Each distributor acts within its own licences and registrations and assumes the corresponding rights and obligations in respect of the Services it provides.
3. Eligibility, onboarding and Merchant warranties
3.1 The Services are available to businesses only. You must be validly constituted, able to enter into binding contracts, and acting for your own account.
3.2 You warrant that you have all necessary permits, licences and authorisations to conduct your business, and that you advertise your services in accordance with applicable law in each jurisdiction in which your customers are located, in which your services are available or in which you directly or indirectly advertise your services. This warranty is repeated on each day on which you use the Services.
3.3 You must provide the information we reasonably require to establish your identity, your legal form and the nature of your business, and must tell us of any material change to it, including a change of control, of business model or of the verticals you serve.
3.4 You warrant that neither you nor any person controlling you is subject to sanctions administered by the European Union, the United Nations, the United Kingdom, Switzerland, Canada or the United States, and that you will not use the Services in breach of any such regime.
3.5 We do not underwrite your business, do not assess your creditworthiness, and do not monitor your operations. Our decision whether to grant or to continue a licence is a decision about the licence and not an assessment of your risk.
4. Permitted use and prohibited activity
4.1 You may use the Services only to collect from your own Customers on your own Web Sites, and only in accordance with the acceptable use provisions of the Licence Agreement.
4.2 You must not use the Services to process transactions for any person other than yourself, or to aggregate, resell, sub-licence or white-label access to the Services.
4.3 You must not use the Services in connection with any activity that is unlawful in a jurisdiction in which your customers are located, in which your services are available, or in which you advertise.
5. Web Site content, lawfulness and reputation
5.1 You are solely responsible for the content of your Web Sites, for the goods and services you supply, and for their lawfulness in every jurisdiction in which they are available.
5.2 You must tell us in advance of any material change to the content of your Web Sites, or to the products or verticals for which you use the Services.
5.3 You must not present the Services in a way that is misleading, that misdescribes SpendLayer, or that suggests SpendLayer holds your Customers’ funds, processes their payments or stands behind your goods or services.
6. Integration and API access
6.1 We will issue API credentials and a test environment. You must keep credentials confidential, must not share them, and must tell us without undue delay if they are compromised.
6.2 You must integrate in accordance with the documentation published at spendlayerdirect.com/docs and must keep your integration current when we notify a change.
6.3 We may modify, update or replace the Services and will give you reasonable notice of a change that requires you to alter your integration, and not less than thirty days’ notice of a change to the validation requirements, except where a shorter period is necessary to address a security issue.
6A. How the Services work, and what SpendLayer does not do
6A.1 Every Collection is authorised twice: by the Customer, under a Mandate signed with the Customer’s own key and recorded on a public blockchain network; and by you, under a transaction signed with the Merchant Key. SpendLayer supplies neither signature.
6A.2 SpendLayer:
holds no authorised-caller, operator, delegate or whitelisted-trigger role in respect of any such wallet;
does not hold, control, receive, transmit or have access to any digital asset belonging to you or to a Customer at any time;
cannot initiate, vary, delay, block, suspend or reverse any Collection or any other transfer;
cannot alter a transaction once you have signed it, and cannot create a transaction you have not signed; and
acts in its own name and is not your agent, trustee, fiduciary or representative.
6A.3 The Services do not constitute, and SpendLayer does not provide the Services as, a payment service, money services business activity, custody, wallet provision, exchange, on-ramp service, brokerage, acquiring or issuance. SpendLayer does not settle in fiat currency and provides no exchange, conversion, cash-out, credit, guarantee or settlement service in connection with the Services. Any registration or authorisation held by SpendLayer in respect of any other activity does not extend to the Services. You must not represent otherwise to any Customer, regulator, bank, acquirer or other third party.
7. Transaction flow
7.1 For SpendLayer Direct, the Customer chooses SpendLayer Direct at your checkout. You create a payment request through the API, recording at least the payer reference, the amount, the asset and your own order reference, and direct the Customer to the Consent Interface. The Customer identifies their wallet and authorises the Mandate there. Authorisation takes place entirely on the Consent Interface and not on your systems.
7.2 We may prepare a Signature Request and send it to you. A Signature Request is an unsigned transaction. It has no effect unless and until you sign it, and we cannot cause it to take effect.
7.3 You validate the Signature Request in accordance with section 8A and, if satisfied, sign it with the Merchant Key. The signed transaction is then submitted to the relevant network. We may submit it as a convenience; you may equally submit it yourself or through any node or service of your choosing, and we will return the signed transaction to you on request for that purpose.
7.4 You may originate and submit Collections permitted by a Mandate without any Signature Request from us. We will maintain that ability for so long as you are licensed.
7.5 You must present SpendLayer Direct accurately at checkout, must not impose a surcharge on a Customer for choosing it unless expressly permitted in the Licence Agreement and lawful in the relevant jurisdiction.
7.6 You must never ask a Customer for, and must never collect, store, log, display or transmit, any credential of a Customer’s SpendLayer wallet, including any password, private key or authorisation code. A Customer authorises a Mandate on the Consent Interface, and no wallet credential passes through your systems. If one reaches you by any means you must not use it, must delete it, and must tell us without delay.
7.7 Every Customer paying through SpendLayer Direct holds a SpendLayer wallet. The relationship between SpendLayer and that Customer — including the operation of the wallet, the creation and revocation of Mandates, and the Customer’s own rights and obligations — is governed by the SpendLayer wallet terms published at spendlayer.com, as amended from time to time.
7.8 The SpendLayer wallet is a non-custodial wallet. The Customer alone holds the keys to it and controls the assets in it. SpendLayer does not hold, control or have access to a Customer’s assets at any time, and cannot move, freeze, recall or reverse a transfer made from a Customer’s wallet. You must not represent otherwise to a Customer or to any third party.
7.9 You acknowledge those terms and agree not to represent to a Customer anything inconsistent with them. Nothing in these Terms or in the Licence Agreement varies the wallet terms or creates any right for you under them.
7.10 The wallet is provided by SpendLayer or by another member of our group. The entity that provides it, the terms on which it is provided, and the jurisdictions in which it is available may differ according to where a Customer is resident, and may change. We give no undertaking that the wallet will be available in any particular jurisdiction or to any particular Customer, and we may add, restrict or withdraw jurisdictions at any time. No such change affects your licence or gives you any claim. You must not represent to a Customer or to any third party that the wallet is available in a jurisdiction in which we have not confirmed that it is.
8. Mandates and revocation
8.1 Where a Mandate is created, the Customer alone sets its parameters. A Collection may be made only within those parameters, and any attempt to collect outside them will be rejected on-chain.
8.2 A Customer may revoke a Mandate at any time, without notice to you and without our involvement. Revocation takes effect when recorded on the relevant blockchain network. From that point no further Collection is possible under that Mandate.
8.3 You acknowledge and agree that:
revocation does not terminate, vary or discharge any contract between you and the Customer, and enforcing that contract is a matter between you and the Customer;
you are responsible for handling revocation in your own billing logic, including any suspension of service to the Customer; and
we are not liable for any loss arising from a revocation, a failed Collection, or a Collection that succeeds only in part.
8A. Validation — your obligation and what to do on a mismatch
8A.1 You must validate every Signature Request before signing it. Validation must be carried out by you, using your own records and an independent read of the relevant blockchain network obtained from a node or service of your own choosing. You must not rely solely on data we supply.
8A.2 Validation must confirm, as a minimum: that a valid, unexpired, unrevoked Mandate exists; that the payer, the amount, the asset and the network match both the Mandate and your own record of the payment request; that no ceiling is exceeded and no frequency limit is breached; that the destination is your own address; that the Licence Fee rate and fee address are correct; that the order reference corresponds to an open, unpaid request; that no transaction has already been signed for it; that the contract address, chain identifier and nonce are correct; and that nothing else in the payload is inconsistent with those matters. The full list is set out in the Licence Agreement.
8A.3 If any of those matters cannot be confirmed, you must not sign. You must not retry the same Signature Request, and you must notify us within twenty-four hours.
8A.4 You must keep a record of each validation and of each Signature Request you decline for not less than five years.
8A.5 Your signature is your own act. You are responsible for every transaction you sign, whether or not we prepared the Signature Request and whether or not you in fact validated it. Any reference implementation we publish is an aid provided without warranty and does not transfer this obligation to us.
9. Insufficient balance and Customer top-up
9.1 A Collection will fail if the Customer’s wallet does not hold sufficient digital assets of the relevant type at the time of the attempt.
9.2 The SpendLayer wallet includes, as a standing feature, the ability for a Customer to acquire digital assets through one of the On-Ramp Providers. Where a Collection fails, the Customer may be notified that their balance is low. Whether, when and how a Customer uses that feature is entirely a matter for the Customer.
9.3 You acknowledge and agree that:
each On-Ramp Provider applies its own terms, pricing, identity verification requirements, limits and jurisdictional restrictions, and a Customer may be declined, delayed or partially served for reasons outside our control;
we do not guarantee that a top-up will be offered, accepted or completed, nor that a Collection will succeed following one;
a top-up is not a credit facility, a guarantee of payment, or an assumption by us of any Customer obligation to you — we do not underwrite, advance or settle any amount the Customer has not funded; and
any charge levied by an On-Ramp Provider is a matter between that provider and the Customer.
9.4 Important. Where a Customer uses this feature, the Customer is redirected to the On-Ramp Provider’s own website or application and completes the purchase there. Before doing so the Customer must accept that provider’s own terms and conditions, privacy notice and identity verification requirements, and the resulting contract is between the Customer and that provider alone. SpendLayer does not offer, and you must not implement or request, any iframe, embedded, in-page or white-labelled top-up flow: redirection to the On-Ramp Provider is the only supported method. SpendLayer is not a party to the contract between the Customer and the On-Ramp Provider, does not receive, hold or transmit the Customer’s funds in connection with it, and has no responsibility for it.
9.5 Where a Collection ultimately fails, the underlying obligation between you and the Customer is unaffected, and it is for you to decide whether to retry, to pursue the Customer, or to withdraw the goods or services concerned.
10. Your wallet, your key, and how value reaches you
10.1 The Merchant Key is generated in your own browser environment at first login. It is not transmitted to us, is not stored on our systems, and is not escrowed, backed up or held by us or by anyone on our behalf. You have sole control of it and of the Merchant Wallet.
10.2 The Merchant Wallet is created for you alone. It is not pooled, shared or commingled with the assets of any other merchant or with ours.
10.3 There is no recovery. We cannot recover, reset, reissue or restore the Merchant Key or access to the Merchant Wallet, and we have no mechanism by which we could. If you lose the Merchant Key you will permanently lose the ability to sign transactions and to access any balance in the Merchant Wallet. That loss is irreversible and we will not be able to help you. You must back up the Merchant Key securely before using the Services and keep the backup available to you.
10.4 Value reaches you on-chain. When a Collection occurs, the transfer from the Customer’s wallet, the transfer to the Merchant Wallet, the onward transfer to your external wallet and the transfer of the Licence Fee all occur within a single transaction — the one you signed. No balance is held for you by us at any time.
10.5 There is no settlement account, no rolling reserve, no holdback, no deferred settlement and no minimum settlement amount. We have no right of set-off against, and no right to withhold or retain, any amount payable to or receivable by you, and no such right is created by these Terms or by the Licence Agreement.
10.6 All value is transferred in digital assets. We do not settle in fiat currency and do not provide exchange, conversion or cash-out services. You must provide and maintain an external wallet address under your own control, capable of receiving the relevant asset on the relevant network, and must keep those details current. A transfer to an address you have given us is treated as delivered to you. An address you do not control, that is on the wrong network, or that cannot receive the asset will result in the loss of the amount concerned, and we are not liable for that loss. On-chain transfers are irreversible; once confirmed they cannot be recalled or reversed.
10.7 Any conversion of value into fiat currency, and any tax, accounting, valuation or reporting consequence of receiving digital assets, is entirely your own responsibility.
10.8 We will make available each month a statement of the transactions recorded under your licence in the previous month. If you do not agree with the figures you must notify us within ten days, giving your reasons, and we will work with you to identify and resolve the discrepancy. All figures are independently verifiable by you on the relevant public blockchain network.
10.9 You must maintain with us a current set of contacts for technical, financial, compliance and fraud matters, and an address for notification of downtime, updates and upgrades.
11. Customer disputes
11.1 A Collection is an on-chain transfer from a non-custodial wallet controlled by the Customer, executed under a transaction you signed. It is irreversible once confirmed. There is no chargeback, reversal, retention or dispute procedure, and we hold no Customer funds and cannot reverse, recall or refund a Collection.
11.2 SpendLayer is not a party to any contract between you and a Customer. Any dispute concerning goods, services, quality, delivery, cancellation or refund is between you and the Customer and must be resolved directly with them. Refunds, where you choose or are required to give one, are made by you through your own means.
11.3 You acknowledge and agree that SpendLayer acts exclusively as a provider of technology, and not as a buyer, reseller, distributor or agent of your products or services. We do not ensure, and give no warranty as to, the quality, safety or legality of any product or service you offer.
11.4 We may, but are not obliged to, provide transaction records to assist you in resolving a dispute.
12. Licence Fee
12.1 The Licence Fee is set out in the Licence Agreement. It is consideration for the licence of the SpendLayer Technology and for support. It is not consideration for any payment, transfer, custody, exchange or settlement service, and we perform no service in respect of the digital assets transferred.
12.2 The Licence Fee is transferred within the same transaction as the relevant Collection, pursuant to the Mandate the Customer signed and the transaction you signed. We do not deduct, withhold or take the Licence Fee by any act of our own and have no ability to do so.
12.3 Unless the Licence Agreement states otherwise, the Licence Fee is exclusive of any applicable tax, and you are responsible for determining, reporting and paying any tax arising from your use of the Services.
13. Compliance
13.1 You are responsible for your own compliance obligations, including any anti-money-laundering, counter-terrorist-financing, sanctions, consumer-protection, advertising, gambling, tax and sector-specific obligations applicable to you. We do not perform those obligations for you.
13.2 You must not use the Services in breach of sanctions administered by the European Union, the United Nations, the United Kingdom, Switzerland, Canada or the United States.
13.3 You must provide information we reasonably request in order to respond to a lawful request from a court, regulator or law enforcement agency.
13.4 Our rights under this section and under the acceptable use provisions of the Licence Agreement are rights of a licensor to enforce the terms of a licence. They are not an assessment of your risk, and we do not underwrite or monitor your business.
14. Data protection
14.1 Each party will comply with the data protection legislation applicable to it.
14.2 As between us, you are the controller of personal data relating to your own customers and orders, and we are a processor in respect of such personal data that we process on your instructions in providing the Services. The data processing addendum referred to in the Licence Agreement governs that processing.
14.3 We are a controller in respect of personal data we collect from Customers through the Consent Interface, which we process for our own purposes under the privacy policy published at spendlayerdirect.com/privacy.html, and through the SpendLayer wallet, which we process under the privacy notice published at spendlayer.com.
15. Intellectual property and licence
15.1 Subject to the Licence Agreement, we grant you a limited, revocable, non-exclusive, non-transferable licence to use the SpendLayer Technology and our marks solely as necessary to present and operate the Services on your own Web Sites.
15.2 All right, title and interest in the SpendLayer Technology and in our marks remains with us or with the member of our group that owns it. You acquire no right other than the licence expressly granted.
15.3 You must not copy, modify, adapt, decompile, disassemble or reverse engineer the SpendLayer Technology, except to the extent that such restriction is prohibited by applicable law.
15.4 If you give us feedback or suggestions, we may use them without restriction and without obligation to you.
15.5 Where an appointed distributor grants you a sublicence of the SpendLayer Technology, that sublicence is granted on terms no wider than those in this section 15, and all right, title and interest in the SpendLayer Technology and in our marks remains with us or with the member of our group that owns it.
16. Confidentiality
16.1 Each party must keep the other’s non-public information confidential, use it only for the purposes of the Services, and disclose it only to those who need it and who are bound by equivalent obligations. This does not apply to information that is public other than by breach, was lawfully known before disclosure, or whose disclosure is required by law or by a regulator.
17. Warranties, disclaimers and limitation of liability
17.1 Except as expressly stated, the Services are provided on an “as is” and “as available” basis. We do not warrant that they will be uninterrupted or error-free, that any Collection will succeed, or that any blockchain network will operate as expected. All warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.
17.2 We are not liable for: loss of or inability to access the Merchant Key; any loss arising from a Collection that fails, succeeds in part or is revoked; any act, omission or failure of a blockchain network, node, wallet, On-Ramp Provider or other third party; any transaction you sign, whether or not you validated it; any loss arising from wallet details that are incorrect, out of date, on the wrong network or not under your control; or any change in the value of digital assets.
17.3 Neither party is liable for loss of profit, revenue, business, goodwill or anticipated savings, or for indirect or consequential loss, however arising.
17.4 Our total aggregate liability arising out of or in connection with these Terms and the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total Licence Fee paid by you in the three months immediately preceding the event giving rise to the claim.
17.5 Nothing in these Terms limits or excludes liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for anything that may not lawfully be limited or excluded.
18. Indemnity
18.1 You will indemnify us and each member of our group against all losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: your breach of these Terms or of the Licence Agreement; your breach of the warranty in section 3.2; any claim by a Customer relating to goods or services you supply; any claim arising from a transaction you signed; and any claim that your business or advertising breaches applicable law.
19. Suspension and termination
19.1 We may suspend or terminate your access to the Services in the circumstances set out in the Licence Agreement.
19.2 Suspension or termination is an exercise of our rights as licensor. It does not affect any Mandate, does not prevent you from originating Collections under section 7.4, and gives us no right over the Merchant Wallet or any balance in it. You retain sole control of the Merchant Key and the Merchant Wallet.
19.3 Sections 11 and 13 to 23 survive termination.
20. Force majeure
20.1 Neither party is liable for any failure or delay caused by an event beyond its reasonable control, including blockchain network failure, congestion, fork or reorganisation, failure of a node or internet service, act of God, war, civil unrest, industrial action, epidemic, or act of government or regulator.
21. Changes to these Terms
21.1 We may amend these Terms. We will publish the amended version at spendlayerdirect.com with a new version number and Effective Date, and the change takes effect thirty days after the date of publication. The Effective Date shown on the published version is conclusive evidence of the date of publication.
21.2 Where a change is material we will take reasonable steps to notify the compliance contact you maintain under section 10.9. You may terminate the Licence Agreement before the change takes effect.
21.3 Superseded versions of these Terms remain available at spendlayerdirect.com for as long as any merchant was bound by them.
22. Governing law and dispute resolution
22.1 These Terms and any dispute arising out of or in connection with them, including any non-contractual dispute, are governed by the laws of England and Wales.
22.2 The courts of England and Wales have exclusive jurisdiction, save that either party may seek injunctive or other interim relief in any court of competent jurisdiction.
22.3 Where the Licence Agreement specifies a different governing law or forum, the Licence Agreement prevails.
23. General
23.1 No variation of the Licence Agreement is effective unless made in writing and signed by both parties.
23.2 If any provision is or becomes invalid or unenforceable, it is severed and the remainder continues in force.
23.3 No failure or delay in exercising a right is a waiver of it.
23.4 You may not assign or transfer your rights without our written consent. We may assign or novate to a member of our group, to a distributor appointed for your region under section 2.5, or in connection with a reorganisation, merger or sale of the relevant business, on notice to you.
23.5 A person who is not a party has no right to enforce these Terms, except that any member of our group may enforce sections 15 and 18.
23.6 These Terms are made in English, which is the governing language for all purposes.
24. Contact
Circinus Finance Ltd. trading as SpendLayer, corporation number 133239. Registered office: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH 96960. Enquiries: info@spendlayer.com. Notices under section 21 or of a claim must also be sent by post or courier to the registered office.
Version history
Version 2.0 is the first version of these Terms to apply to any merchant. Version 1.0 was published but never applied to a merchant and is withdrawn.
