Terms of Service

Welcome to Opei Business Suite (the “Platform”), a cloud-based business technology platform owned and operated by Opei Technologies LLC, a limited liability company organised under the laws of the State of Delaware, United States (“Opei Technologies”, “Opei”, “we”, “our”, or “us”).

These Terms of Service (“Terms”) govern your access to and use of the Platform, including our websites, software, mobile applications, APIs, dashboards, documentation and related technology services.

By accessing or using the Platform, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

Opei Business Suite is a technology platform that provides software designed to help businesses manage and streamline their operations. Depending on your subscription and the services available in your jurisdiction, the Platform may include technology that enables businesses to:

• Accept customer payments
• Manage sales and point-of-sale operations
• Manage inventory
• Manage customer information
• Access reporting and analytics
• Automate business workflows
• Integrate with third-party software through APIs
• Access virtual card technology
• Connect with payment and financial service providers
• Access additional business software made available by Opei

Technology Provider

Opei Technologies LLC is a technology company. Unless expressly stated otherwise, Opei Technologies LLC does not:

• operate as a bank;
• accept deposits;
• provide money transmission services;
• issue electronic money;
• provide investment services;
• provide regulated remittance services;
• provide foreign exchange services; or
• directly provide other regulated financial services.

Where regulated financial services are made available through the Platform, those services are provided by independent licensed financial institutions, regulated payment providers, banking partners, card issuers or other authorised third parties. Those providers operate under their own licences, regulatory obligations and legal agreements.

Nothing contained in these Terms creates a banking relationship, fiduciary relationship or financial advisory relationship between you and Opei Technologies LLC.

• Account means the registered account created to access the Platform.
• Business Customer means any company, organisation, sole proprietor or other legal entity using the Platform.
• Customer Data means any information uploaded, submitted or processed through the Platform by or on behalf of a customer.
• Platform means Opei Business Suite, including its software, websites, APIs, mobile applications, dashboards, documentation and related services.
• Services means the technology services provided by Opei through the Platform.
• Third-Party Provider means any independent organisation providing payment processing, banking, card issuing, identity verification, compliance, cloud hosting or other services integrated with the Platform.
• User means any individual authorised to access the Platform.

To use the Platform you represent and warrant that:

• you are at least eighteen (18) years old;
• you have legal capacity to enter into binding agreements;
• all information you provide is accurate and complete;
• you are authorised to act on behalf of your organisation where applicable;
• your use of the Platform complies with all applicable laws and regulations.

Opei may request additional information to verify your identity or authority where reasonably necessary.

You are responsible for maintaining the confidentiality of your account credentials. You agree to:

• use strong passwords;
• keep your credentials secure;
• promptly notify Opei of unauthorised access;
• ensure that authorised users comply with these Terms;
• maintain accurate account information.

You remain responsible for all activity occurring under your account unless caused solely by Opei’s negligence or misconduct.

Opei reserves the right to suspend or restrict access where it reasonably believes an account has been compromised or used in violation of these Terms.

The Platform is provided as a software-as-a-service (SaaS) solution. Features may include:

• Business payments technology
• Sales management
• Point of Sale (POS)
• Inventory management
• Customer management
• Business analytics
• Team management
• Virtual card management technology
• Developer APIs
• Workflow automation
• Reporting tools
• Third-party integrations

Availability of features may vary depending on your location, subscription plan, regulatory requirements or third-party integrations. Opei may introduce new features, improve existing functionality or discontinue services from time to time.

You agree to:

• use the Platform only for lawful business purposes;
• comply with all applicable laws and regulations;
• ensure the accuracy of data submitted through the Platform;
• maintain appropriate internal security controls;
• obtain all permissions necessary to process personal information through the Platform;
• ensure that your employees and authorised users comply with these Terms.

You are solely responsible for your business decisions and for verifying the accuracy of reports, analytics and other information generated by the Platform.

The Platform may integrate with services operated by third parties, including payment providers, banking partners, identity verification providers, communication services and cloud infrastructure providers.

Your use of third-party services may be subject to separate agreements between you and those providers. Opei does not control or assume responsibility for the products, services or decisions of third-party providers.

Any regulated financial service made available through the Platform is provided by the relevant licensed provider and not by Opei Technologies LLC.

We continually improve our technology. Opei may modify, update, enhance, replace or discontinue features of the Platform without prior notice where reasonably necessary to improve security, reliability, performance, regulatory compliance or user experience.

Where a material change significantly affects your use of the Platform, we will make reasonable efforts to provide advance notice where practicable.

These Terms remain in effect from the date you first access or use the Platform until your account is terminated by you or by Opei in accordance with these Terms.

Certain provisions, including those relating to intellectual property, confidentiality, limitations of liability, indemnification and dispute resolution, shall survive termination.

You agree to use the Platform only in accordance with these Terms and all applicable laws. You must not use the Platform to:

• commit or facilitate fraud;
• engage in money laundering, terrorist financing or other financial crime;
• violate applicable sanctions or export control laws;
• infringe the intellectual property rights of others;
• upload malicious software, viruses or harmful code;
• interfere with the security or operation of the Platform;
• attempt to gain unauthorised access to systems, accounts or data;
• impersonate another person or organisation;
• provide false or misleading information;
• use automated tools to abuse or disrupt the Platform;
• reverse engineer, decompile or otherwise attempt to discover the Platform’s source code except where permitted by applicable law;
• use the Platform in a way that could damage Opei, its customers or third parties.

Opei may investigate suspected misuse and may suspend or terminate accounts where prohibited activity is identified.

You retain ownership of all information, documents, files, business records and other content you upload or submit through the Platform (“Customer Content”).

You grant Opei a limited, worldwide, non-exclusive licence to host, process, transmit, store and display Customer Content solely for the purpose of operating, securing, maintaining and improving the Platform and providing the Services to you.

You represent and warrant that: you own or have the necessary rights to Customer Content; Customer Content does not violate any law or third-party rights; and you have obtained any necessary consents required to process personal information through the Platform.

Certain features available through the Platform may enable you to access regulated financial services, including:

• payment processing;
• card issuing;
• merchant acquiring;
• bank account services;
• foreign exchange;
• remittance;
• settlement services;
• identity verification;
• compliance screening; and
• other regulated financial products.

Unless expressly stated otherwise, these services are not provided by Opei Technologies LLC. They are provided by independent licensed financial institutions, regulated payment providers or other authorised partners operating under applicable laws and regulations. Opei Technologies LLC acts solely as a technology provider.

Your use of those services may require you to accept additional agreements, disclosures and policies issued by the relevant provider. Opei does not guarantee approval for any regulated financial service offered by a third-party provider.

To comply with legal and regulatory obligations applicable to Opei or its third-party providers, you may be required to provide information relating to your identity, your business, beneficial owners, directors, authorised users or source of funds.

This information may be collected directly by Opei, by a third-party verification provider or by a regulated financial partner. Failure to provide requested information may result in delayed onboarding, suspension of certain Platform features or termination of access where legally required.

Providing false or misleading information constitutes a material breach of these Terms.

You must not use the Platform in connection with activities that are unlawful or prohibited under applicable law. Examples include:

• fraud or deceptive practices;
• terrorist financing;
• money laundering;
• sanctions evasion;
• human trafficking;
• child exploitation;
• intellectual property infringement;
• illegal gambling;
• unauthorised investment schemes;
• ransomware or cybercrime;
• sale of counterfeit goods;
• distribution of malware; or
• any activity prohibited by applicable law.

Opei may update its list of prohibited activities from time to time.

Certain features of the Platform require a paid subscription. Subscription plans, included features and pricing are published separately or agreed in writing.

Subscriptions may be billed monthly, annually or under another agreed billing cycle. Unless otherwise stated, subscriptions automatically renew until cancelled.

You agree to pay all applicable fees associated with your use of the Platform. Fees may include:

• subscription fees;
• API usage fees;
• software licensing fees;
• implementation fees;
• support fees;
• usage-based fees; and
• other technology service fees.

Fees relating to regulated financial services may be charged by the relevant licensed provider and are governed by that provider’s own terms.

Unless otherwise agreed: fees are payable in advance; invoices must be paid by the stated due date; overdue amounts may incur interest where permitted by applicable law; taxes are your responsibility unless otherwise stated.

Except where required by law, fees paid to Opei for technology services are non-refundable.

You are responsible for any taxes, duties or governmental charges arising from your use of the Platform, except for taxes imposed on Opei’s income. Where required by law, Opei may collect and remit applicable indirect taxes.

Where Opei provides APIs or developer tools, you receive a limited, non-exclusive, revocable and non-transferable licence to use them solely for authorised integrations with the Platform. You must not:

• exceed documented rate limits;
• circumvent authentication or security measures;
• resell API access without written authorisation;
• use APIs for unlawful purposes;
• create competing services using confidential API documentation;
• interfere with Platform stability.

Opei may modify, replace or discontinue APIs from time to time. Reasonable efforts will be made to provide notice of material API changes where practicable.

Opei may make beta, preview or early access features available for testing. Beta features may contain bugs, may be modified or discontinued at any time, may not be fully supported, and may have reduced availability or performance. Beta features are provided on an “as is” basis without additional warranties.

Opei aims to provide a reliable Platform but does not guarantee uninterrupted availability. Access may be affected by:

• scheduled maintenance;
• emergency maintenance;
• internet failures;
• cloud infrastructure outages;
• telecommunications failures;
• third-party provider outages;
• cybersecurity incidents;
• events beyond Opei’s reasonable control.

Opei will use commercially reasonable efforts to minimise service interruptions.

Opei may suspend all or part of your access where reasonably necessary to:

• protect Platform security;
• investigate suspected fraud or unlawful activity;
• comply with legal obligations;
• comply with requests from regulators or courts;
• protect customers or third parties;
• prevent abuse of Platform resources; or
• address overdue payments.

Where appropriate, Opei will provide notice before suspension unless doing so would compromise security or violate applicable law.

You agree that Opei may communicate with you electronically regarding your account, invoices, security notices, legal notices, product updates, maintenance notifications, and service announcements. Electronic communications satisfy any legal requirement that such communications be in writing.

The Platform, including its software, source code, object code, APIs, databases, user interfaces, documentation, trademarks, logos, graphics, designs, workflows and other content, is owned by or licensed to Opei Technologies LLC and is protected by applicable intellectual property laws.

Except for the limited rights expressly granted under these Terms, no ownership rights are transferred to you. You must not:

• copy, reproduce or distribute the Platform except as permitted by these Terms;
• modify, adapt or create derivative works of the Platform;
• remove copyright, trademark or proprietary notices;
• reverse engineer or attempt to discover the source code except where expressly permitted by applicable law; or
• use Opei’s trademarks without prior written permission.

Subject to these Terms and payment of applicable fees, Opei grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your internal business purposes. This licence does not permit you to sublicense or resell the Platform unless authorised in writing, provide the Platform as a managed service to third parties without approval, or use the Platform to develop competing software through unauthorised copying or extraction.

If you submit ideas, suggestions, feature requests or other feedback regarding the Platform, you grant Opei a perpetual, irrevocable, worldwide, royalty-free licence to use, modify and incorporate that feedback into its products and services without obligation to compensate you.

As between the parties, you retain ownership of Customer Data that you submit to the Platform. Opei does not claim ownership of your business information solely because it is stored or processed through the Platform.

You are responsible for ensuring that your Customer Data is accurate, that you have all necessary rights to submit it, and that processing that data complies with applicable law.

Opei will implement commercially reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, loss, alteration and disclosure. Where personal information is processed, Opei will do so in accordance with its Privacy Policy and applicable data protection laws. Where required, Opei and the customer may enter into a separate Data Processing Addendum.

Customer Data may be processed or stored in one or more jurisdictions where Opei or its service providers operate. By using the Platform, you acknowledge that authorised cross-border transfers of data may occur where necessary to provide the Services. Opei will use commercially reasonable safeguards designed to protect transferred information.

Opei maintains security measures appropriate to the nature of the Platform, which may include encryption of data in transit, access controls, authentication mechanisms, activity logging, monitoring, vulnerability management, backup procedures, and disaster recovery planning.

Despite these measures, no internet-based system can be guaranteed to be completely secure. You are responsible for safeguarding your devices, credentials and authorised users.

Each party agrees to protect confidential information disclosed by the other party using at least reasonable care. Confidential information includes non-public business, commercial, financial and technical information.

This obligation does not apply to information that is publicly available without breach of these Terms, was lawfully known before disclosure, is independently developed without use of confidential information, or must be disclosed by law or lawful governmental order.

Confidentiality obligations survive termination of these Terms for five (5) years, except for trade secrets, which remain protected for so long as they qualify as trade secrets under applicable law.

The Platform is provided on an “as available” basis. Although Opei aims to provide reliable services, uninterrupted availability cannot be guaranteed. Temporary interruptions may occur due to maintenance, infrastructure failures, internet disruptions, third-party provider outages, security incidents, or events beyond Opei’s reasonable control.

To the fullest extent permitted by applicable law, the Platform is provided “as is” and “as available”. Opei disclaims all warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability and error-free operation.

Opei does not warrant that the Platform will meet every business requirement, will operate without interruption, that defects will always be corrected, or that third-party services will remain available.

You acknowledge that you are responsible for decisions made using the Platform, verifying reports and business information, compliance with laws applicable to your business, maintaining backups where appropriate, and training your personnel.

The Platform is intended to assist business operations and should not be relied upon as legal, financial, accounting or tax advice.

To the fullest extent permitted by applicable law, Opei Technologies LLC and its affiliates, officers, directors, employees and contractors shall not be liable for indirect, consequential, incidental, punitive or special damages, or for loss of profits, business opportunities, goodwill, anticipated savings, data, or business interruption.

This limitation applies whether the claim is based on contract, tort (including negligence), statute or any other legal theory.

Where liability cannot lawfully be excluded, Opei’s total aggregate liability arising from or relating to these Terms shall not exceed the total fees paid by you directly to Opei Technologies LLC for the Platform during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be excluded under applicable law.

You agree to defend, indemnify and hold harmless Opei Technologies LLC, its affiliates, officers, directors, employees and contractors from and against claims, liabilities, damages, losses, fines, penalties, costs and reasonable legal expenses arising from your breach of these Terms, your unlawful use of the Platform, your violation of third-party rights, Customer Data submitted by you, or your failure to comply with applicable laws.

Opei may maintain commercially appropriate insurance coverage as it considers reasonably necessary for its business operations. Nothing in these Terms obligates Opei to maintain any particular type or amount of insurance unless otherwise agreed in writing.

Nothing contained in these Terms creates a partnership, joint venture, employment, agency, fiduciary or franchise relationship between the parties. Neither party has authority to bind the other except as expressly agreed in writing.

You may stop using the Platform and close your account at any time. Opei may suspend, restrict or terminate your access immediately, with or without notice, where reasonably necessary, including if:

• you materially breach these Terms;
• you fail to pay applicable fees;
• your use of the Platform presents a security, fraud, legal or operational risk;
• required by applicable law or a lawful order;
• a third-party provider requires suspension of services it provides through the Platform;
• you provide false or misleading information; or
• continuing to provide the Services would expose Opei or its partners to unreasonable legal or regulatory risk.

Termination of your account does not relieve you of obligations that accrued before termination.

Upon termination, your right to access and use the Platform ends, any licences granted under these Terms automatically terminate, Opei may disable access to your account, and Opei may retain or delete Customer Data in accordance with applicable law, its Privacy Policy and internal data retention practices.

Where reasonably practicable, Opei may provide a limited opportunity for you to export Customer Data before permanent deletion, unless prohibited by law, required for security reasons or otherwise impracticable.

Opei shall not be liable for delays or failures to perform resulting from events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, internet failures, cloud infrastructure failures, cyberattacks, government actions, power outages, pandemics, or failures of third-party service providers. Performance affected by a Force Majeure event shall be suspended for the duration of that event.

You may not assign or transfer these Terms or any rights under them without Opei’s prior written consent. Opei may assign these Terms, in whole or in part, in connection with a merger, acquisition, corporate restructuring, financing transaction, or sale of assets. These Terms shall bind and benefit each party and their permitted successors and assigns.

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship.

Legal notices to Opei must be sent to the contact information published in the Legal Notice or otherwise designated by Opei in writing. Opei may provide notices to you by email, in-product notifications, publication on the Platform, or other reasonable electronic means. Electronic notices satisfy any legal requirement that notices be provided in writing.

You represent and warrant that your use of the Platform complies with applicable export control laws and economic sanctions. You must not use the Platform where doing so would violate applicable trade restrictions or sanctions laws. Opei may restrict or suspend access where required by applicable law or by obligations imposed by its service providers or partners.

These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

The parties agree to make reasonable efforts to resolve any dispute through good-faith negotiations before commencing formal legal proceedings. If a dispute cannot be resolved informally, either party may pursue available legal remedies in the courts identified in Section 48. Nothing in this section prevents either party from seeking temporary or injunctive relief where necessary to protect its rights or confidential information.

Subject to applicable law, the state and federal courts located in the State of Delaware shall have exclusive jurisdiction over disputes arising out of or relating to these Terms. Each party irrevocably submits to the personal jurisdiction of those courts and waives any objection based on inconvenient forum, to the extent permitted by law.

Failure by Opei to enforce any provision of these Terms shall not constitute a waiver of that provision or of any other rights. Any waiver must be in writing and signed by an authorised representative of Opei.

If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be interpreted or replaced, where permitted by law, to reflect the original intent as closely as possible.

These Terms, together with any documents expressly incorporated by reference, including the Privacy Policy and any applicable service-specific terms, constitute the entire agreement between you and Opei concerning your use of the Platform. They supersede all prior discussions, understandings and agreements relating to the subject matter of these Terms.

Opei may amend these Terms from time to time. Where a change is material, Opei will provide reasonable notice by email, through the Platform or by another appropriate method. Your continued use of the Platform after the effective date of the revised Terms constitutes acceptance of the updated Terms.

You acknowledge and agree that clicking “Accept”, “Agree”, “Create Account” or a similar button, electronically signing these Terms, or accessing or using the Platform after being presented with these Terms constitutes your legally binding acceptance of these Terms. Electronic records and electronic signatures shall have the same legal effect as handwritten signatures to the fullest extent permitted by applicable law.

Questions regarding these Terms may be directed to:

Opei Technologies LLC
Email: info@opei.business
Website: https://opei.business
Support: Available through the Platform and designated support channels.

Unless expressly stated otherwise in a separate written agreement, all Services are provided by Opei Technologies LLC. The Platform is operated by Opei Technologies LLC as a provider of software and technology services.

Where regulated financial services are available through the Platform, those services are provided by independent licensed financial institutions, payment providers, banking partners, card issuers or other regulated entities under their own licences and terms. Opei Technologies LLC does not provide regulated financial services unless expressly identified as the regulated provider.

If there is a conflict between these Terms and a separately executed written agreement between you and Opei Technologies LLC, the written agreement will prevail to the extent of the conflict.

If there is a conflict between these Terms and service-specific terms applicable to a particular feature, the service-specific terms will govern that feature only.