Terms & Conditions

In this Agreement, unless the context requires otherwise:

• Applicable Laws means all applicable laws, regulations, regulatory guidance and legally binding requirements relating to the Services.
• Buyer means any person or legal entity purchasing a Product through the Services.
• Dashboard means the online platform made available by Rovy through which Suppliers manage their account, Products, settlements and other Services.
• Payment Method means any payment instrument or payment method supported by the Services, including payment cards, bank transfers, digital wallets, instant payment systems and other supported payment methods.
• Payment Method Fee means the fee applicable to a Transaction based on the selected Payment Method, payment partner, settlement method, jurisdiction, currency or other commercial factors, as specified in the Pricing Schedule.
• Applicable Taxes means any VAT, GST, sales tax, digital services tax or similar indirect tax required to be collected or remitted in connection with a Transaction.
• Platform Fee means the fee charged by Rovy for providing the Services, as specified in the Pricing Schedule.
• Pricing Schedule means the pricing published in the Dashboard, agreed in an Order Form or otherwise communicated by Rovy in writing.
• Product means any digital product, software, subscription, licence, service or other digital content supplied by the Supplier through the Services.
• Services means the services provided by Rovy under this Agreement, including checkout, billing, payment collection, tax handling, settlements, buyer payment support and related commerce services.
• Settlement Amount means the amount payable by Rovy to the Supplier after deduction of Applicable Taxes, Platform Fees, Payment Method Fees and any other amounts payable under this Agreement.
• Settlement Period means the payout schedule specified in the Dashboard or Pricing Schedule.
• Supplier means the legal entity that enters into this Agreement with Rovy.
• Supplier Account means the Supplier's account with Rovy.
• Transaction means a completed sale of a Product by Rovy to a Buyer through the Services.

The Supplier appoints Rovy as its non-exclusive reseller and Merchant of Record for the sale of Products to Buyers.

For each completed Transaction, Rovy purchases the relevant Product from the Supplier immediately before reselling that Product to the Buyer.

Rovy will sell Products in its own name and may determine the retail price offered to Buyers, including promotional pricing, discounts or other commercial adjustments.

The Supplier authorises Rovy to:

• provide checkout services;
• collect payments from Buyers;
• issue invoices and receipts;
• collect and remit applicable taxes;
• manage payment-related Buyer support;
• process refunds and payment disputes;
• calculate Settlement Amounts;
• pay Settlement Amounts to Suppliers;
• provide reporting through the Dashboard.

Nothing in this Agreement creates a partnership, agency, employment or joint venture between the parties.

The Supplier remains solely responsible for developing, maintaining and supporting its Products, except to the extent expressly provided otherwise in this Agreement.

Rovy may engage banks, licensed payment service providers and other financial partners to facilitate payment processing, settlement, tax collection, currency conversion and other services necessary to operate the Services.

Subject to this Agreement, Rovy will provide the Services necessary to enable the commercial sale of Products to Buyers.

The Services may include:

• acting as Merchant of Record for Transactions;
• collecting payments from Buyers;
• billing Buyers;
• collecting and remitting applicable indirect taxes where required;
• managing payment-related Buyer support;
• processing refunds and payment disputes;
• calculating Settlement Amounts;
• paying Settlement Amounts to Suppliers; and
• providing access to the Dashboard and related reporting tools.

The Services may vary depending on the Supplier's commercial plan, supported jurisdictions, Products and available Payment Methods.

Rovy may modify, improve, suspend or discontinue any part of the Services where reasonably necessary to:

• comply with Applicable Laws;
• protect the security or integrity of the Services;
• comply with requirements imposed by payment partners or regulatory authorities;
• improve the functionality or operation of the Services; or
• prevent fraud, abuse or misuse of the Services.

Rovy does not guarantee the availability of any specific Payment Method, currency, financial partner or settlement route.

Certain Services may be unavailable in particular jurisdictions or may be subject to additional requirements imposed by Applicable Laws or third-party providers.

The fees applicable to the Services are set out in the Pricing Schedule.

Unless otherwise agreed, the Settlement Amount for each Transaction is calculated as the amount paid by the Buyer, less:

• Applicable Taxes;
• Platform Fees;
• Payment Method Fees; and
• any other amounts payable under this Agreement.

Rovy may aggregate multiple Transactions into a single Settlement.

Settlement Amounts will be paid in accordance with the applicable Settlement Period, subject to successful verification, applicable reserves and any other requirements under this Agreement. Settlement Periods may vary depending on the Supplier's commercial terms.

If a Settlement Amount does not meet the applicable minimum payout threshold, Rovy may carry that balance forward until the threshold is reached.

Where currency conversion is required, Rovy or its financial partners may apply exchange rates, conversion margins or other applicable conversion charges.

Rovy may deduct any amount payable by the Supplier under this Agreement from any current or future Settlement Amount.

Where required by Applicable Laws, Rovy may calculate, collect, report and remit indirect taxes relating to Transactions.

The Supplier remains responsible for providing accurate Product and tax information and for all taxes not expressly collected by Rovy.

Rovy may deduct Applicable Taxes from Buyer payments before calculating the Settlement Amount.

As the contractual seller, Rovy may issue refunds, accept Chargebacks or otherwise resolve payment disputes relating to Transactions.

The Supplier must reasonably cooperate with Rovy and provide any information required to respond to a refund request or payment dispute.

Rovy may deduct from Settlement Amounts any refunded amount, Chargeback, applicable fees, taxes or other costs relating to a Transaction.

If refund or Chargeback rates become excessive, Rovy may establish reserves, delay settlements, suspend the Services or terminate this Agreement.

The Supplier represents and warrants that:

• it has all rights necessary to supply the Products through the Services;
• the Products comply with Applicable Laws;
• the Products do not infringe any third-party intellectual property rights;
• all information provided to Rovy is accurate and up to date; and
• it will promptly notify Rovy of any material change affecting the Products or its business.

The Supplier remains solely responsible for the content, functionality, delivery and support of its Products.

The Supplier is responsible for providing Buyers with access to the Products purchased through the Services.

The Supplier will provide timely and reasonable support relating to its Products.

Rovy may provide first-line support for payment, billing and Transaction-related enquiries. Product-related enquiries may be referred to the Supplier.

Failure to provide Products or reasonable support may result in refunds, Chargebacks, suspension of the Services or termination of this Agreement.

The Supplier must comply with all Applicable Laws and any policies published by Rovy.

The Supplier must not use the Services in connection with:

• illegal or fraudulent activity;
• Products that infringe third-party rights;
• sanctioned persons or territories;
• misleading or deceptive practices; or
• any activity that may expose Rovy or its financial partners to legal, regulatory or reputational risk.

Rovy may request information reasonably required to verify the Supplier, its Products or its compliance with Applicable Laws.

Where the Supplier fails to provide requested information, or where Rovy reasonably believes the Supplier has breached this Agreement or Applicable Laws, Rovy may suspend the Services or terminate this Agreement.

The Supplier retains all right, title and interest in and to its Products and intellectual property.

Nothing in this Agreement transfers ownership of any intellectual property between the parties.

The Supplier grants Rovy a non-exclusive, worldwide, royalty-free licence to use the Supplier's name, trademarks, logos and Product information solely for the purpose of providing the Services and promoting the Products.

This licence terminates when this Agreement ends, except where continued use is reasonably necessary to comply with Applicable Laws or complete outstanding Transactions.

Each party must keep confidential any non-public information received from the other party in connection with this Agreement.

This obligation does not apply to information that:

• is publicly available;
• was lawfully obtained from a third party;
• was independently developed; or
• must be disclosed by law or a competent authority.

This obligation survives termination of this Agreement.

Nothing in this Agreement limits or excludes liability that cannot legally be limited or excluded under Applicable Laws.

Subject to the above, Rovy shall not be liable for any indirect, incidental, special, consequential or punitive damages, including loss of profits, revenue, goodwill, data or business opportunity.

Rovy's aggregate liability arising out of or in connection with this Agreement shall not exceed the total Platform Fees paid by the Supplier during the twelve (12) months preceding the event giving rise to the claim.

Rovy may suspend the Services immediately where it reasonably believes that:

• the Supplier has breached this Agreement;
• the Supplier has breached Applicable Laws;
• continued provision of the Services may expose Rovy or its financial partners to unacceptable risk; or
• suspension is required by a competent authority or payment partner.

Rovy will restore the Services once the reason for suspension has been resolved where reasonably possible.

Either party may terminate this Agreement at any time by giving written notice.

Rovy may terminate this Agreement immediately where the Supplier materially breaches this Agreement or Applicable Laws.

Termination does not affect any rights or obligations accrued before termination.

Rovy may retain Settlement Amounts for a reasonable period following termination to cover refunds, Chargebacks or other outstanding liabilities.

Any remaining Settlement Amount will be paid in accordance with this Agreement.

The Supplier represents and warrants that:

• it has the authority to enter into this Agreement and perform its obligations;
• all information provided to Rovy is accurate, complete and up to date;
• it owns the Products or has all rights necessary to supply them for resale through the Services;
• the Products and their sale comply with Applicable Laws and do not infringe any third-party rights;
• it will provide Products and related support in accordance with the terms presented to Buyers; and
• neither the Supplier nor, to its knowledge, its controlling persons are subject to applicable sanctions or prohibited from using the Services.

The Supplier will promptly notify Rovy if any representation or warranty in this section becomes inaccurate.

Rovy represents and warrants that it has the authority to enter into this Agreement and will provide the Services with reasonable care and skill.

Except as expressly stated in this Agreement, the Services are provided on an "as is" and "as available" basis, and Rovy excludes all warranties that may lawfully be excluded.

Rovy may amend this Agreement by providing reasonable notice through the Dashboard, email or its website.

If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect.

This Agreement constitutes the entire agreement between the parties relating to the Services.

This Agreement is governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.

Assignment. Rovy may assign or transfer this Agreement to an Affiliate or successor without the Supplier's consent.

Notices. Any notice under this Agreement may be provided by email, through the Dashboard or by publication on Rovy's website.

Survival. Any provision of this Agreement which by its nature should survive termination shall survive termination.