Terms & Conditions

These General Terms & Conditions (the "Terms") govern the provision of services by NEXORA CONSULTING LTD ("NEXORA", "we", "us" or "our") to its clients (each a "Client") and the use of our website.

These Terms are intended primarily for business-to-business relationships. Our services are offered to companies, partnerships, sole traders and other organisations acting for purposes relating to their trade, business or profession, including iGaming operators, international companies, Cyprus-based businesses and payment-related businesses.

Nothing in these Terms excludes or limits any right that cannot lawfully be excluded or limited. Where a person deals with us as a consumer, any mandatory consumer rights under applicable law continue to apply and prevail over any inconsistent provision of these Terms.

By accepting a Commercial Offer, signing a Service Agreement, paying an invoice or instructing us to commence services, the Client agrees to these Terms as they apply at that time.

Our services are provided by NEXORA CONSULTING LTD, business address Regus Limassol, Victory, Limassol, Cyprus, telephone +357 77 788482, email info@nexorapays.com.

NEXORA CONSULTING LTD is the service provider and contracting entity for all services described on our website and in our Commercial Offers, unless another entity is expressly identified as the contracting party in a written agreement signed by that entity.

Any reference to "NEXORA" on our website, in our materials or in correspondence is a reference to NEXORA CONSULTING LTD.

BIGWALLET PAYMENTS is a sister business related to NEXORA CONSULTING LTD. Its business name registration reference is EE 50249. The reference EE 50249 belongs to the BIGWALLET PAYMENTS business name registration record and is not the registration number of NEXORA CONSULTING LTD.

BIGWALLET PAYMENTS is a separate business. It is not another trading or legal name of NEXORA CONSULTING LTD, and it is not a party to any agreement between NEXORA CONSULTING LTD and its clients unless it is expressly identified as a party in a written agreement signed on its behalf.

BIGWALLET PAYMENTS does not guarantee, assume or otherwise become responsible for any obligation or liability of NEXORA CONSULTING LTD, and NEXORA CONSULTING LTD does not guarantee, assume or become responsible for any obligation or liability of BIGWALLET PAYMENTS, unless expressly agreed in writing.

In these Terms:

• "Commercial Offer" means the written offer issued by NEXORA CONSULTING LTD specifying the selected package, the services included, service allocations and limits, fees and any specific commercial terms, as accepted by the Client;
• "Service Agreement" means the Commercial Services Agreement signed between NEXORA CONSULTING LTD and the Client, including its appendices;
• "Package" means the annual service package selected by the Client (Starter, Growth or Premium) as defined in the Commercial Offer;
• "Annual Fee" means the annual fee for the Package stated in the Commercial Offer or Service Agreement;
• "Initial Term" means the minimum contractual commitment period described in section 8;
• "Additional Services" means any service or work that is not expressly included in the accepted Commercial Offer;
• "Third-Party Costs" means fees, charges and expenses of banks, EMIs, payment providers, authorities, professionals and other third parties;
• "Business Day" means a day other than a Saturday, Sunday or public holiday in the Republic of Cyprus.

NEXORA CONSULTING LTD provides corporate, financial and operational support services, which may include:

• accounting and bookkeeping coordination;
• financial management;
• banking and payment solutions coordination;
• Cyprus corporate administration;
• payment agent operational support;
• KYC and AML coordination;
• compliance support;
• legal and dispute management coordination;
• financial reporting; and
• corporate documentation.

The exact services provided to each Client are determined exclusively by the accepted Commercial Offer and the applicable Service Agreement. Only services expressly listed there form part of the engagement.

Descriptions of services on our website, in brochures, presentations or other marketing materials are general information. They do not constitute a contractual commitment to provide every service described, and they do not form part of the contract except to the extent expressly incorporated into the Commercial Offer or Service Agreement.

Our services consist of coordination, assistance, management, administration and support. We do not guarantee any particular financial, commercial, regulatory or legal outcome.

NEXORA CONSULTING LTD is not a bank, an electronic money institution, a licensed payment institution, a law firm, an audit firm or a regulated financial institution, and does not hold itself out as such.

Where a service requires a licence, authorisation, registration or professional qualification that NEXORA does not hold — including legal advice and representation, statutory audit, regulated tax advice, banking, payment and electronic money services — that service must be provided by an appropriately qualified or authorised external professional or institution.

Where agreed, NEXORA coordinates the involvement of such external professionals and institutions on the Client's behalf. Unless expressly agreed otherwise in writing, the external professional or institution contracts with the Client directly, acts under its own professional responsibility and charges its own fees, which are Third-Party Costs payable by the Client.

Our website presents three annual packages:

• STARTER — Essential Corporate Support: EUR 7,500 per year (€7,500 per year).
• GROWTH — Advanced Financial & Corporate Management: EUR 12,500 per year (€12,500 per year).
• PREMIUM — Complete Business Management: EUR 15,000 per year (€15,000 per year).

All prices are quoted in EUR and are exclusive of VAT. VAT will be applied where legally applicable, depending on the nature of the services, the Client's location and VAT status, and the relevant tax rules. The applicable VAT treatment will be confirmed in the Service Agreement and/or invoice.

Unless the Commercial Offer or Service Agreement states otherwise:

• the Annual Fee is billed annually;
• each engagement is subject to a standard minimum commitment of twelve (12) months;
• the Annual Fee is payable in advance;
• the exact scope of services is determined by the accepted Commercial Offer;
• package limitations, service allocations, reporting frequencies and transaction or volume limits are defined in the individual Commercial Offer or Service Agreement; and
• Additional Services and Third-Party Costs are charged separately in accordance with sections 12 and 13.

The Annual Fee is a contractual commitment for the agreed service scope and for NEXORA's availability and reserved capacity throughout the term. It is not a pay-as-you-go subscription and is not calculated by reference to the amount of work actually requested by the Client in any period.

No package provides unlimited work, unlimited transactions, unlimited reports, unlimited correspondence or unlimited legal services. Work exceeding the allocations or limits defined in the Commercial Offer constitutes Additional Services.

All packages are subject to an agreed scope of services. External legal representation, litigation costs, statutory charges, government fees and third-party professional expenses are excluded unless expressly agreed in writing. Service limits and applicable conditions are defined in the service agreement.

Prices published on our website are indicative and do not constitute a binding offer. Individual Commercial Offers may contain different prices, scopes or terms reflecting the Client's requirements.

The contract between NEXORA and the Client becomes effective on the earliest of: (a) signature of the Service Agreement by both parties; (b) written acceptance of the Commercial Offer by the Client; or (c) payment of the first invoice issued under the Commercial Offer.

Unless otherwise agreed in writing, services commence on the start date stated in the Commercial Offer or Service Agreement, provided that the Annual Fee (or any agreed first instalment) has been received in cleared funds and the Client has completed NEXORA's onboarding, KYC and due diligence requirements.

NEXORA is not obliged to commence services before receiving the required payment and completing its onboarding and due diligence procedures.

The Initial Term is twelve (12) months from the service start date, unless a different period is stated in the Commercial Offer or Service Agreement.

Renewal arrangements, including whether the engagement renews and any notice required in connection with renewal or non-renewal, are set out in the Commercial Offer or Service Agreement. Where no renewal arrangements have been agreed, the engagement ends at the end of the Initial Term unless the parties agree in writing to renew it.

Where the individual Commercial Offer or signed Service Agreement establishes terms different from this section, the signed agreement takes precedence.

The Annual Fee is invoiced in advance at the start of each contract year, unless an instalment schedule is expressly agreed in the Commercial Offer or Service Agreement.

Invoices for Additional Services and Third-Party Costs are issued in accordance with the accepted quotation. NEXORA may require advance payment or a deposit before commencing Additional Services or incurring Third-Party Costs.

Invoices are payable within the period stated on the invoice or in the Service Agreement, in EUR, by the payment methods agreed in writing between the parties. The Client bears its own bank and transfer charges so that NEXORA receives the full invoiced amount.

All prices are quoted in EUR and are exclusive of VAT. VAT will be applied where legally applicable, depending on the nature of the services, the Client's location and VAT status, and the relevant tax rules. The applicable VAT treatment will be confirmed in the Service Agreement and/or invoice. Where VAT or any other applicable tax is chargeable, it is payable by the Client in addition to the fees.

If any amount is not paid by its due date, NEXORA may send the Client a payment reminder. Overdue amounts may bear interest at the rate stated in the Service Agreement or, where no rate is agreed, at the rate permitted under applicable law on late payment in commercial transactions, from the due date until payment in full.

Where legally permitted, the Client shall reimburse NEXORA for reasonable costs incurred in recovering overdue amounts, including reasonable debt recovery and legal expenses.

All outstanding balances, including overdue fees, accepted Additional Services and authorised Third-Party Costs, remain payable in full regardless of any suspension or termination of services.

If any amount remains unpaid after its due date and NEXORA has given the Client written notice requiring payment within not less than seven (7) days, NEXORA may suspend all or part of the services until the outstanding amount, together with any applicable interest and recovery costs, has been paid in full.

In the event of repeated late payment or material non-payment, NEXORA may terminate the engagement in accordance with section 21.

NEXORA is not required to continue providing services indefinitely where the Client fails to pay. A period of suspension for non-payment does not extend the Initial Term or reduce the fees payable, unless NEXORA agrees otherwise in writing.

NEXORA's standard commercial policy is that Annual Fees are non-refundable once the engagement has commenced, to the fullest extent permitted by applicable law. This reflects the fact that NEXORA reserves capacity, allocates personnel and organises its operations for the full contractual term from commencement.

The Client is not entitled to a refund, in whole or in part, solely because the Client:

• changes its mind;
• no longer requires the services;
• decides to use another service provider;
• experiences a decrease in business activity;
• becomes inactive as a company;
• changes its business model;
• restructures its corporate group;
• stops using the services;
• does not use all package benefits;
• does not use all allocated service capacity;
• has a bank account application rejected by a bank;
• has onboarding rejected by an EMI or payment provider;
• is affected by a change in a third-party institution's policies; or
• voluntarily closes its own company.

Unused support, unused service capacity and unused package benefits do not create a right to a proportional or partial refund, and are not carried forward to any subsequent term unless expressly agreed in writing.

The Client may give written notice that it no longer wishes to receive the services. Such cancellation for convenience does not release the Client from its payment obligations: the Client remains responsible for all amounts due for the remainder of the Initial Term (or the then-current term), together with any accepted Additional Services and authorised Third-Party Costs, subject to applicable law. Fees already paid are not refunded.

Where the engagement is suspended or terminated because of the Client's breach or non-payment, no refund is due. The Client remains liable for all outstanding amounts and for the fees payable for the remainder of the then-current term, without prejudice to any other rights or remedies of NEXORA.

Where NEXORA terminates the engagement under section 21 because of the Client's misconduct, unlawful activity, provision of false information, refusal to complete KYC or AML requirements or other material breach, no refund is due, and all amounts payable for the then-current term become immediately due, subject to applicable law.

If NEXORA materially fails to perform its contractual obligations and does not remedy that failure within thirty (30) days of receiving detailed written notice from the Client (or such other cure period as is agreed in the Service Agreement), the Client may terminate the engagement by written notice. In that case, NEXORA shall refund the portion of the prepaid Annual Fee that relates to services not yet performed for the remaining period of the term after the date of termination, less the value of services already performed, accepted Additional Services and Third-Party Costs incurred with the Client's authorisation.

If NEXORA ceases to carry on business, or becomes unable to provide the services because of its own insolvency, and the services are not continued by NEXORA or by a successor approved by the Client, the Client is entitled to a refund of the prepaid portion of the Annual Fee relating to the period for which services will not be provided, subject to the mandatory rules of any applicable insolvency proceedings.

If either party is required by law, regulation, sanctions or a binding order of a competent authority to terminate or suspend the engagement, and the requirement does not arise from the Client's own activities, ownership, conduct or breach, NEXORA shall refund the prepaid portion of the Annual Fee relating to the period for which services cannot lawfully be provided, less the value of services performed and authorised Third-Party Costs. Where the requirement arises from the Client's own activities, ownership, conduct or breach, paragraph C applies.

Nothing in this section restricts any mandatory statutory right or any remedy that cannot lawfully be excluded or limited.

If the Client closes, liquidates, dissolves, suspends or otherwise ceases its business operations during the term:

• this does not automatically cancel the contract;
• this does not automatically create any refund entitlement;
• the Client remains responsible for all outstanding contractual amounts, including the fees payable for the remainder of the then-current term, accepted Additional Services and authorised Third-Party Costs;
• the Client must notify NEXORA promptly in writing; and
• NEXORA may suspend or terminate the services where this is legally or operationally necessary.

Unused prepaid Annual Fees do not become refundable merely because the Client voluntarily closes its own company.

Services relating to the closure itself — including liquidation, dissolution, deregistration, final accounts and statutory filings — are Additional Services unless expressly included in the Commercial Offer.

Any consequences arising from insolvency proceedings affecting the Client remain subject to mandatory insolvency law.

The annual Packages cover only the services specifically listed in the accepted Commercial Offer. Any service not expressly included is an Additional Service and is charged separately.

The fact that a service relates to the Client's business, or is connected with a service included in the Package, does not mean that it is included in the Package.

Without limitation, the following services and costs are not included in the annual Packages unless expressly listed in the accepted Commercial Offer:

Not automatically included:

• Opening corporate bank accounts.
• Opening additional bank accounts.
• Bank account maintenance.
• Ongoing bank account administration outside the agreed scope.
• Bank account fees.
• Transaction fees.
• Bank transfer fees.
• EMI account opening.
• EMI account maintenance.
• Payment provider onboarding.
• Payment provider application fees.
• Payment gateway setup.
• Payment processor configuration.
• Banking due diligence projects.
• Additional banking documentation.
• Special bank compliance requests.
• Additional correspondence and applications.
• Banking relationship restructuring.

Not automatically included:

• Company incorporation.
• Additional corporate entities.
• Company liquidation.
• Company dissolution.
• Corporate restructuring.
• Share transfers.
• Director changes.
• Nominee director services.
• Registered office services.
• Company secretary services outside the package.
• Additional statutory filings.
• Corporate certificates.
• Special corporate documentation.
• Changes to company ownership or structure.

Not automatically included:

• Historical bookkeeping clean-up.
• Accounting corrections for previous periods.
• Extraordinary accounting work.
• Additional management reports.
• Special financial investigations.
• Independent audits.
• Complex tax advisory.
• Tax investigations.
• Additional financial modelling.
• Custom financial projects.
• Special financial forecasts.
• Work exceeding agreed reporting and transaction limits.

Not automatically included:

• Court representation.
• Litigation.
• External legal counsel.
• Legal opinions.
• Contract drafting outside the agreed scope.
• Debt recovery.
• Court fees.
• Litigation expenses.
• Regulatory applications.
• Gaming licence applications.
• Payment licence applications.
• Regulatory investigations.
• Special AML remediation.
• Complex KYC investigations.
• External compliance consultants.
• Regulatory appeals.

Not automatically included:

• Government charges.
• Statutory fees.
• Notarisation.
• Apostille.
• Certified translations.
• Courier services.
• Travel.
• Accommodation.
• External professional services.
• Urgent and out-of-hours requests.
• Special administrative projects.

The above list is illustrative and not exhaustive. Our Additional Services & Fee Policy describes how Additional Services are quoted and charged.

Additional Services are provided only under the following written approval procedure:

1. 1.The Client requests an additional service.
2. 2.NEXORA CONSULTING LTD evaluates the request.
3. 3.NEXORA CONSULTING LTD provides a separate written quotation.
4. 4.The Client approves the quotation in writing.
5. 5.The Client pays the required advance payment or deposit.
6. 6.NEXORA CONSULTING LTD commences the additional service.

NEXORA is not obliged to perform any Additional Service without the Client's written approval of a quotation and receipt of any required advance payment.

NEXORA may require full advance payment for Third-Party Costs, bank and payment provider applications, company formation, regulatory projects and external professional services.

Where the Client has expressly authorised Third-Party Costs, the Client remains responsible for all such costs properly incurred within the authorised scope, even if the related application, project or proceeding is unsuccessful.

NEXORA provides assistance and coordination, not guaranteed outcomes. NEXORA does not guarantee:

• the opening of any bank account;
• the opening of any EMI account;
• approval by any payment provider;
• the continuity of any banking relationship;
• the continuity of transaction processing;
• the success of any regulatory application;
• the success of any licence application; or
• the approval of any financial institution.

Banks, EMI providers, payment institutions and regulators retain independent decision-making authority and act according to their own policies, risk assessments and legal obligations, which are outside NEXORA's control.

The rejection, suspension, restriction or closure of any account or relationship by a third party does not create a refund entitlement for services properly performed or reserved under the agreed annual Package.

NEXORA remains responsible for performing its own contractual obligations with reasonable skill and care, and for any liability that cannot lawfully be excluded.

The Client shall:

• supply accurate, complete and up-to-date information;
• supply requested documents promptly;
• maintain valid corporate documentation and good standing;
• provide updated shareholder, director and beneficial ownership information where relevant;
• cooperate fully with KYC and AML checks;
• respond promptly to due diligence requests from NEXORA and from third-party institutions;
• inform NEXORA without delay of any significant change in its ownership, management, activities, licences or financial position;
• ensure that its business activities are lawful in every jurisdiction in which it operates;
• pay agreed fees and authorised expenses when due; and
• not supply misleading, falsified or fraudulent documents or information.

The Client remains responsible for its own business decisions, regulatory compliance, licences and filings, including decisions taken on the basis of information, reports or recommendations provided by NEXORA.

NEXORA may suspend the services where the Client refuses required due diligence or fails to provide essential documentation. Delays caused by the Client's failure to comply with this section do not constitute a failure by NEXORA to perform.

Each party shall keep confidential all non-public information received from the other party in connection with the engagement, including:

• financial information;
• banking documentation;
• corporate records;
• client and personal data;
• business plans;
• commercial terms, including fees;
• internal reports; and
• operational information.

Each party shall use such information only for the purposes of the engagement and shall protect it with at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

Confidential information may be disclosed:

• to authorised professional partners, external advisers and service providers who need to know it for the purposes of the engagement and are bound by confidentiality obligations;
• to banks, EMIs, payment providers and other institutions where disclosure is necessary to deliver services requested by the Client;
• to regulators, courts and public authorities where required by law or a binding order; and
• with the prior written consent of the disclosing party.

These obligations do not apply to information that is or becomes public other than through a breach of these Terms, was lawfully known to the receiving party beforehand, or is independently developed.

Confidentiality obligations survive the termination or expiry of the engagement.

NEXORA CONSULTING LTD processes personal data in accordance with the EU General Data Protection Regulation (Regulation (EU) 2016/679) and Cyprus Law 125(I)/2018, as described in our Privacy Policy.

Where NEXORA processes personal data strictly on behalf of a Client as a processor, the parties shall enter into a Data Processing Agreement. Whether such an agreement is required depends on the actual roles of the parties in each engagement.

All intellectual property rights in NEXORA's website, methods, templates, know-how and materials remain with NEXORA CONSULTING LTD or its licensors.

Upon full payment, the Client may use deliverables prepared specifically for it for its own internal business purposes. NEXORA may continue to use its general know-how, templates and methods.

To the fullest extent permitted by applicable law, NEXORA shall not be liable for:

• any indirect, special or consequential loss;
• loss of profits, revenue or turnover;
• loss of anticipated savings;
• loss of business opportunities, contracts or goodwill;
• decisions of banks, EMIs, payment providers or other financial institutions;
• failures, suspensions or delays of payment providers;
• decisions, actions or delays of regulators and public authorities;
• delays caused by external institutions;
• loss arising from incorrect, incomplete or misleading information or documents supplied by the Client; or
• failures of third-party service providers that are not under NEXORA's control.

Subject to clause 19.3, NEXORA's total aggregate liability arising out of or in connection with the engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid or payable by the Client to NEXORA under the relevant engagement during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, for wilful misconduct, or for any other liability that cannot be excluded or limited under applicable law.

Any claim against NEXORA must be notified in writing with reasonable details within a reasonable time after the Client becomes aware of the circumstances giving rise to it.

The Client shall indemnify NEXORA against reasonable losses, costs and expenses (including reasonable legal fees) arising from third-party claims, regulatory actions or penalties to the extent caused by:

• unlawful activity of the Client;
• materially inaccurate information supplied by the Client;
• fraudulent or falsified documents supplied by the Client;
• the Client's breach of its contractual obligations; or
• the Client's failure to comply with applicable legal requirements.

This indemnity does not apply to the extent that the loss was caused by NEXORA's own negligence, wilful misconduct, breach of contract or unlawful conduct.

NEXORA shall notify the Client promptly of any claim covered by this indemnity and shall not settle such a claim without the Client's prior consent, which shall not be unreasonably withheld.

NEXORA may suspend or terminate the services, in whole or in part, where:

• the Client materially breaches the Service Agreement or these Terms;
• the Client fails to pay any amount when due;
• the Client provides false, misleading or fraudulent information or documents;
• the Client refuses or fails to complete KYC, AML or due diligence requirements;
• the Client engages, or NEXORA reasonably suspects that the Client engages, in unlawful activity;
• continuing the services would expose NEXORA to unacceptable legal, regulatory, sanctions or reputational risk; or
• the relationship becomes legally or commercially untenable.

Where a breach is capable of remedy, NEXORA shall first give written notice describing the breach and allow the Client a reasonable period, of not less than fourteen (14) days unless the Service Agreement provides otherwise, to remedy it. Where non-payment is concerned, the notice period in section 9 applies.

NEXORA may suspend or terminate with immediate effect, without a cure period, where required by law, regulation or a competent authority, in cases of fraud or suspected unlawful activity, or where the breach is not capable of remedy.

On termination or expiry, all outstanding fees, invoices for accepted Additional Services and authorised Third-Party Costs become immediately due and payable, subject to section 10.

Following payment of all outstanding amounts, NEXORA shall, upon the Client's written request, make available or return the Client's documents in its possession, subject to NEXORA's right and legal obligation to retain copies required for legal, regulatory, accounting and AML purposes. Handover work beyond the return of existing documents is an Additional Service.

Confidentiality, payment obligations, limitation of liability, indemnification, data protection and governing law provisions survive termination.

Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including significant failures of telecommunications, power or IT infrastructure, government restrictions, sanctions, changes in law, war, terrorism, civil unrest, epidemics, natural disasters, fire, flood and failures or closures of banks, payment systems or public registries.

The affected party shall notify the other party promptly and use reasonable efforts to mitigate the effects. If a force majeure event prevents performance for more than sixty (60) consecutive days, either party may terminate the affected services by written notice, and section 10(F) applies to any prepaid fees for services that cannot be provided.

The information on our website is provided for general information only and does not constitute legal, tax, accounting, financial or regulatory advice.

Users must not use the website for unlawful purposes, attempt to gain unauthorised access to it, interfere with its operation or submit false, misleading or unsolicited commercial information through the contact form.

We may update, suspend or withdraw the website or any part of it at any time.

In the event of any conflict or inconsistency, the following order of precedence applies:

1. 1.signed contractual amendments;
2. 2.the signed Commercial Services Agreement;
3. 3.the accepted Commercial Offer;
4. 4.separately accepted additional service quotations;
5. 5.these General Terms & Conditions; and
6. 6.website descriptions and marketing content.

We may amend these Terms from time to time. The version published on our website applies from its date of last update. Amendments do not affect an existing signed Service Agreement during its current term unless the parties agree in writing or the change is required by law.

The Client may not assign or transfer its rights or obligations without NEXORA's prior written consent. NEXORA may subcontract parts of the services to qualified providers while remaining responsible for its own obligations.

If any provision of these Terms is held invalid or unenforceable, it shall be limited to the minimum extent necessary and the remaining provisions shall continue in full force.

No failure or delay in exercising any right constitutes a waiver of that right.

Notices must be given in writing to the addresses stated in the Service Agreement or, where none is stated, to the business address of the relevant party.

These Terms and any contract incorporating them, and any dispute or claim arising out of or in connection with them, are governed by the laws of the Republic of Cyprus, subject to any mandatory applicable law.

The courts of the Republic of Cyprus have jurisdiction over any such dispute or claim, subject to any mandatory jurisdictional rules.

Questions about these Terms may be addressed to NEXORA CONSULTING LTD by email to info@nexorapays.com.