AyeFace Merchant Terms & Conditions

"AyeFace" means the software-based biometric payment solution comprising facial recognition functionality, customer and merchant onboarding, AI CRM integration, and transaction processing interfaces.

"AyeFace Virtual Terminal Account" means the account registered by You to operate the AyeFace application installed on the Device.

"Charity" means a registered charity or non-profit organisation that has registered through the Merchant Portal to receive Donations through Giving. Where You are a Charity, references to "You" include You acting in that capacity.

"Confidential Data" means business information relating to the performance and operations of Your store(s), including sales data and store metrics.

"Customer Personal Data" means any information relating to an identified or identifiable individual who interacts with You via AyeFace, including biometric identifiers, transaction data, and contact details.

"Device" means the tablet, kiosk, or other equipment on which the AyeFace Virtual Terminal is installed.

"Donation" means an amount a Customer chooses to give to a Charity through Giving, processed as an order separate from, and linked to, the Customer's purchase.

"Giving" means the AyeFace feature through which a participating merchant presents a Charity's donation prompt to Customers at checkout, and through which Donations are collected for that Charity.

"Merchant Portal" means the account and platform through which You manage Your stores, devices, staff, payments and reporting. The Merchant Portal is available on every Plan. The features available within it are determined by the Plan held at each store.

"Plan" refers to the level of service selected by You for a given store (Free, Basic, or Pro), determining the features available at that store. A Plan is selected per store, and You may hold different Plans across Your stores at the same time.

"Add-On" means a Loyalty Seat or an AI Pass purchased in addition to Your Plan, determining which of Your personnel may use the features Your Plan includes.

"Touchpoint" means a point of interaction at which AyeFace is made available to Customers, and is the unit on which Plan fees are calculated.

"Virtual Terminal" means the AyeFace application interface enabling Customers to interact with facial recognition, place orders, make payments, and interact with AI components.

These Terms govern Your use of AyeFace services including facial recognition payment functionality, AI features, CRM tools, Virtual Terminal features, and payment processing features available under the Plan selected for each of Your stores (Free, Basic, or Pro).

Your use is subject to the inclusions and limitations of the Plan selected for each store. All Plans include access to the Merchant Portal. Certain features, including membership and loyalty, rewards, referrals, segmentation and AI functionality, require a Basic or Pro Plan at the relevant store.

Where You hold different Plans across Your stores, a feature is available to You if at least one store within the relevant access scope holds a Plan that includes it, and is applied at the stores that qualify.

You will be issued login credentials to access the Merchant Portal. The Merchant Portal is available on every Plan, including Free.

Through the Merchant Portal, You may create and manage one or more AyeFace Virtual Terminal Accounts. You are solely responsible for the accuracy of all information entered and for keeping it updated.

You must protect the confidentiality of all login credentials, use strong passwords, and employ multi-factor authentication where provided. Any use of Your account(s) will be deemed to have been made by You. Notify Us immediately of any suspected security breach. You shall not facilitate, encourage or permit the enrolment of any individual under 13 other than through child mode with verifiable parental consent, or of any individual aged 13 to 17 other than through teen mode with a parent or guardian linked. You shall notify Us promptly if You become aware of an account outside this framework.

AyeFace offers three Plans: Free, Basic, and Pro. Plan fees are calculated per Touchpoint and billed monthly. A Plan is selected per store, so You may hold Free, Basic and Pro across different stores at the same time.

Free includes payment acceptance, Merchant Portal access, store, device and staff management, refunds, the sales dashboard, transaction and sales reporting, and national subsidy discounts, meaning government or scheme-funded entitlements such as citizen, student or disability discounts, which are funded by the scheme operator rather than by You. Basic adds membership and loyalty, rewards, referrals, segmentation and marketing reporting. Pro adds AI functionality and self-ordering.

No Plan fee is charged before Your first store is approved.

Promotional Credit. We may, at Our discretion and subject to Our approval, grant credit to Your account to cover Plan or Add-On fees, including as a free trial. Promotional Credit is applied to Your invoices as credit on account. Once it is used up, or any period stated when it was granted ends, fees are charged as set out under Invoicing and Payment.

You may change the Plan for any store at any time through the Merchant Portal. No notice period applies and no request by email is required.

Plan fees are billed in advance. Invoices are issued and charged on the 1st of each month for the month ahead.

An upgrade, or an added Touchpoint, takes effect once confirmed. You are not charged at that time. Your next invoice will include the prorated amount for the remaining days of the month in which the change occurred, together with the full charge for the following month.

A downgrade of a Plan takes effect on the 1st of the following billing month. Until then, Your current Plan remains available. Fees already invoiced are not refunded, and a downgrade does not create a credit.

During an annual commitment, a downgrade takes effect at the end of the committed term. Alternatively, You may settle the remaining term and close as set out under Termination and Suspension.

Where You reduce the number of Touchpoints after the full monthly amount has been billed, access to the affected Touchpoints remains available until the end of the current billing month. No refund or further proration applies for that month.

On a downgrade, features not included in the new Plan are locked and cannot be used. The configuration associated with them, including campaigns, membership tiers and rules, is held in full and is restored unchanged if that store is subsequently upgraded. Nothing is deleted as a result of a downgrade.

Where at least one store on Your account is on a paid Plan, a store on the Free Plan continues to earn points into the Customer's business-wide balance but cannot redeem rewards or apply Your own discounts.

Proration applies only to the billing month in which a change occurs. From the following month onward, charges are billed in full and in advance on the 1st.

Loyalty Seats and AI Passes are charged per seat or pass and billed monthly, independently of the number of Touchpoints. Your Plan determines which features exist; an Add-On determines which of Your personnel may use them.

Add-Ons may be added or removed at any time through the Merchant Portal. An Add-On added during a billing month takes effect once confirmed and is charged on a pro-rata basis for the remaining days of that month, on Your next invoice.

Where an Add-On is removed after the full monthly amount has been billed, the associated access remains available until the end of the current billing month. No refund or further proration applies for that month. Removing an Add-On does not close the user account.

Each AI Pass contributes AI credits to a single pool available to Your business. Where the pool is exhausted, the associated features remain available and usage is suspended until the pool is topped up.

AyeFace is a software-based service. We do not manufacture, sell, lease, or supply any hardware. Devices procured through Our authorised hardware partners are governed solely by Your agreement with that hardware provider. We disclaim any warranties relating to the Device.

You are responsible for ensuring the Device meets minimum technical and connectivity requirements. We are not liable for service disruptions from Device-related issues including hardware faults, software conflicts, or power/internet interruptions.

One ordering POS integration is included for Your business once any store holds a Basic or Pro Plan, not one per store or per Touchpoint. You have thirty (30) days to complete the included integration, counted from the date on which You provide complete vendor credentials.

No charge applies to connecting an additional store to an ordering POS You already use, or to repairing an integration affected by a change made by Your POS vendor. Migrating to a different ordering POS vendor constitutes a new integration and is chargeable.

Certain features, including self-ordering and the AI Sales Agent, require an ordering POS that is both connected and synced. You are responsible for confirming that Your ordering POS is supported before selecting a Plan that depends on it.

The AyeFace service includes AI functionality designed to enhance Customer engagement and provide data-driven insights. You acknowledge that AI outputs are probabilistic and intended to support, not replace, human judgment. You are solely responsible for evaluating AI-generated recommendations before acting upon them.

AI features process data in accordance with Our Privacy Policy. We reserve the right to improve, modify, or update AI features at Our discretion, including changes to models or training data. Routine improvements are made without prior notice. Where a change materially reduces an AI feature You rely on, We give the notice set out in the General section.

In addition to Plan and Add-On fees, the following are charged by use: outreach messages sent by SMS, email, WhatsApp or push; AI credits; and items purchased through the Marketplace.

Applicable rates are displayed in the Merchant Portal before each charge is incurred, and appear on Your monthly invoice. Marketplace items are purchased individually and are never granted by a Plan.

Effective date. This section was published on 21 October 2026 and takes effect on 20 November 2026.

G1. Availability. Giving is available on every Plan. No Plan fee, Add-On fee or usage-based charge applies to offering the donation prompt or to receiving Donations.

G2. Becoming a listed Charity. To receive Donations, a Charity must complete its profile in the Merchant Portal, provide its registration details, and have its own payment gateway account approved. A Charity is listed in the Giving directory only once that account is approved. We may verify the information a Charity provides, and We may decline, suspend or remove a listing where its registration or gateway approval is not current, where We suspect fraud or misuse, or where the law requires it.

G3. Partnerships. A merchant may request a partnership with a listed Charity through the Merchant Portal, naming the stores that will collect. The Charity may accept or decline, and may set standing conditions that apply to every request. A merchant may have one active Charity partnership at a time. Either party may end a partnership at any time through the Merchant Portal. When it ends, the donation prompt is removed from every participating store, and historical totals remain available in each party's reports.

G4. Collection and settlement. Each Donation is processed as its own order, linked to the Customer's purchase, and settles through the Charity's own payment gateway to the Charity's own account, under that gateway's terms. The merchant does not receive, hold or handle Donations, and Donations do not form part of the merchant's sales, revenue or settlement. We facilitate the collection of Donations on the Charity's behalf and do not hold Donation funds. The Settlement section of these Terms applies to the merchant's sales, and the Charity's gateway terms apply to Donations.

G5. No commission. We do not take a commission on Donations. Each party bears only the processing fees of its own payment gateway: the merchant for the sale, and the Charity for the Donation.

G6. Charity fees. A Charity pays no Plan fee, Add-On fee or commission to receive Donations through Giving. Where a Charity uses a Plan for its own stores, including membership, loyalty and the other features of a Basic or Pro Plan, the Plan fees for those stores apply in the same way as for any merchant.

G7. Donations are non-refundable. A Donation is final once charged, and this is shown to the Customer before they pay. A refund of the merchant's sale is limited to the sale amount and does not reverse the Donation. If a Customer's sale is charged and the Donation charge fails, We retry the Donation charge automatically. This clause does not affect any right a Customer has under the rules of their card issuer or payment provider. Any dispute raised on a Donation is handled between the Charity and its payment gateway.

G8. Receipts. Donation receipts are issued in the Charity's name, using the registration details, registered address, authorised signatory and, where applicable, tax approval reference the Charity provides. The Charity is responsible for the accuracy of that information, for its eligibility to issue tax-deductible receipts, and for compliance with the tax and charity laws that apply to it. The Charity must update that information promptly in the Merchant Portal if it changes, including if it loses its registration or tax-deductible status.

G9. Loyalty. Merchant points are earned on the merchant's sale and not on a Donation. A Charity may run its own points programme for donors, but may not offer a discount, cashback or other monetary benefit in return for a Donation.

G10. Presenting the prompt. A merchant must present the donation prompt as provided by AyeFace. A merchant must not alter it, pressure a Customer to donate, make a Donation a condition of sale, or describe Donations as its own giving. A merchant may describe its partnership with a Charity accurately, and may use the Charity's name and logo only as shown in AyeFace or with the Charity's consent.

G11. Data. A merchant sees Donation totals for its own stores and does not receive Customers' identities in connection with Donations. A Charity receives the details described in Our Privacy Policy for each Donation made to it. The Charity acts as an independent controller for those details. It may use a donor's identity document number only to issue tax-deductible receipts and meet its tax obligations, may use a donor's email address and mobile number only where the donor chose to share them, and must stop contacting a donor who asks it to. The Charity must keep these details secure and comply with the data protection laws that apply to it.

G12. Responsibility for Donations. We are not responsible for how a Charity uses Donations, for the tax treatment of any Donation, or for the accuracy of information a Charity provides. Clause 4(a) of the Liability and Indemnity section applies to the Charity's payment gateway as it does to any other payment participant.

Contracting and invoicing entities. Aye Global is Your counterparty under these Terms in every market. Where Your billing address is in Malaysia, Aye Solutions is the supplier of record and issues Your invoices; in all other cases Aye Global issues Your invoices. Invoicing by Aye Solutions does not make it a party to these Terms.

Subscription fees are billed monthly in advance. An annual commitment sets a lower monthly rate for a twelve-month term and is billed monthly within that term. All fees are stated exclusive of tax. Any applicable sales, service, value-added or equivalent tax is shown separately on the invoice and added to the subtotal. Where Your billing address is in Malaysia, applicable Malaysian sales and service tax is charged directly by Aye Solutions as the supplier. For all other markets, where the law of Your jurisdiction requires You as the buyer to account for tax on Our supply, including under a reverse-charge or self-assessment mechanism, You are responsible for calculating, withholding and remitting that amount to Your tax authority, and the fee payable to Us is not reduced by it. Where withholding tax is deducted at source, You shall gross up the payment so that We receive the full invoiced amount. A payment below the invoice total is an unpaid balance under these Terms. In the event of non-payment, interest accrues at 10% per annum from the seventh (7th) day after the due date, We may suspend or terminate access as set out below, and We reserve the right to recover collection costs including legal fees.

We will provide at least thirty (30) days' advance notice of any price adjustments. Your subscription renews automatically unless cancelled. All payments are non-refundable except where required by applicable law.

Invoices are issued on the 1st of each month and are due on issue. Plan fees are billed in advance. Add-On fees are charged per seat or pass and billed monthly. Usage-based charges appear on Your monthly invoice, as set out under Usage-Based Charges. Where You have registered a payment method, We charge it on the due date. Each invoice also carries a secure payment link, which takes You to a payment provider's page for that invoice and lets You pay with the methods available in Your market. You may also pay by bank transfer to the account stated on the invoice. If You pay by bank transfer, quote the invoice number as the payment reference and email the payment slip to merchants@aye-ai.org, copying Your account manager. Changes to Plans, Touchpoints and Add-Ons appear on Your invoice as activity changes.

Each invoice is itself the notice of demand. An invoice not paid by its due date is overdue, and We retry any registered payment method and remind You. If the balance remains unpaid seven (7) days after the due date, We may suspend Your account until it is paid. The suspension and its reason are shown in the Merchant Portal, and Your subscription continues during it. If the balance remains unpaid thirty (30) days after the due date, We may terminate these Terms as set out under Termination and Suspension.

Card details. Where You register a card or other payment instrument, it is captured and stored by Our third-party payment service provider on its own hosted page. We do not collect, see or store Your full card number, and We hold only a token issued by that provider together with non-sensitive details such as the last four digits and expiry date.

All merchants will be provided with a settlement account through the mutually appointed merchant acquirer. The Aye entity that invoices You facilitates that introduction and any related provisioning, and is not itself a party to the settlement arrangement. All transaction settlements, timing, reconciliation, disbursement, chargebacks, and related fees are subject to the terms of the appointed merchant acquirer and to the Customer payments paragraph below. We are not a party to settlement arrangements and are not responsible for any settlement-related issues.

Customer payments. Payments Your Customers make at Your stores through AyeFace are processed by the appointed merchant acquirer for Your store and settled by it to Your settlement account under its terms. You are the merchant of record for those payments. Customer payments are not paid into Our bank accounts. The merchant acquirer deducts at settlement the merchant discount rate You accepted in the Merchant Portal. Refunds to Your Customers are decided and made by You in the AyeFace Checkout app and are submitted through the merchant acquirer. Refunds, chargebacks, disputes and the acquirer's related fees on Your stores' transactions are Your responsibility. Where an acquirer debits any such amount from Us instead of from You, You shall reimburse Us, and We may recover it from Your settlement balance with that acquirer, set it off against amounts We owe You, or invoice it to You as an unpaid balance under these Terms. Payments You accept outside AyeFace, such as cash or Your own card terminal, are outside these Terms.

Last updated: 1 September 2026

This section lists the licensed merchant acquirers We work with for settlement. It is referred to in the AyeFace Merchant Agreement and forms part of that agreement. You are onboarded to one or more of these acquirers depending on Your market and the payment methods You accept. Settlement with an acquirer is governed by that acquirer's own terms, as set out under Settlement above.

Where an acquirer publishes its merchant terms, the table links to them. Where it does not, its terms are issued to You directly by that acquirer before You are onboarded to it, and You may decline to be onboarded to that acquirer.

An acquirer is not removed from this table when it stops being used. Its row is marked Withdrawn with the date, so that a merchant who accepted the agreement while it was listed can see what this page said at that time.

Partner	Market	Merchant terms	Effective from	Status
Stripe	All Stripe-supported markets	Stripe Services Agreement (General Terms)	1 September 2026	Active
Fiuu (Razer Merchant Services Sdn. Bhd.)	Malaysia	Fiuu Terms of Services	1 September 2026	Active
NTT DATA Payment Services Philippines (ADAPTIS)	Philippines	Not published. Issued directly by the acquirer at onboarding.	1 September 2026	Active
PayConnect	Philippines	Not published. Issued directly by the acquirer at onboarding.	1 September 2026	Active

Change history

• 1 September 2026 · Section first published. Stripe, Fiuu, NTT DATA Payment Services Philippines and PayConnect listed as recognised merchant acquirers.

Your subscription renews automatically at the end of each term, monthly or annual. Nothing lapses on its own, so ending Your relationship with AyeFace is always something You ask for.

Three separate actions. Downgrading a store's Plan and closing a store are both self-service in the Merchant Portal, and neither closes Your merchant account. Closing the merchant account is a request You raise in the Merchant Portal, which We then complete.

Monthly commitment. You may stop renewal at any time, taking effect from the next billing cycle. The current cycle is payable in full and is not refunded or prorated.

Annual commitment. An annual commitment provides a lower monthly rate in exchange for the term. You may raise a termination request at any point, but You remain liable for the remaining months of the term. The request takes effect at the end of the term, or You may settle the outstanding balance and close immediately.

Outstanding invoices. No merchant account is closed until every outstanding invoice has been paid.

Credit on account. Where We cancel an invoice You have already paid, or grant You Promotional Credit, the amount is held as credit on Your account and applied automatically to Your next invoices, oldest first. Credit is not refundable in cash and cannot be transferred, except where required by applicable law. When Your account closes, any unused credit is applied against Your final invoice, and any credit remaining after that is forfeited. The Merchant Portal shows Your credit balance before You confirm closure.

Loyalty balances on closure. Where You operate a loyalty programme, closing Your account ends Your customers' point balances and vouchers with that programme. Before anything is switched off, the closure flow shows You what remains outstanding and offers to notify the affected customers.

We may suspend, restrict, or terminate access if: You materially breach these Terms; You fail to pay an invoice within the periods set out under Invoicing and Payment; required by law or regulatory request; or Your use poses a security risk. Termination does not release either party from obligations incurred prior to the effective date.

To close Your merchant account, raise the request from the Merchant Portal. Closure ends Your access to the Merchant Portal, including for the email address that held it, and a closed account cannot be reopened. If You wish to use AyeFace again, You must submit a new onboarding application, including registration, account setup and acquirer KYB. Plan changes, store closures and Add-On changes are self-service and require no notice. For help with any of these, contact merchants@aye-ai.org.

1. Nothing in these Terms excludes or limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot lawfully be excluded or limited.

2. Subject to clause 1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of anticipated savings, loss of business or opportunity, loss of goodwill or reputation, or loss or corruption of data, or for any indirect or consequential loss, in each case whether or not foreseeable and whether or not the party was advised of the possibility of such loss.

3. Subject to clauses 1 and 2, each party's total aggregate liability arising out of or in connection with these Terms, in respect of all events occurring in any period of twelve (12) months, shall not exceed the total Fees paid or payable by You in respect of that period. This limit does not apply to Your obligation to pay Fees properly due, to either party's breach of its confidentiality obligations, to infringement of the other party's intellectual property rights, or to the indemnities given under these Terms (together, the Excluded Claims).

4. Subject to clause 1, We are not liable for: (a) the acts or omissions of any merchant acquirer, financial institution, card issuer, e-wallet provider or other payment participant, including in relation to settlement, timing, reconciliation, disbursement, chargebacks and related fees; (b) the acts or omissions of any hardware provider or ordering POS vendor, or any Device fault, connectivity failure or power interruption; (c) any decision of a payment participant under its Know Your Business or Anti-Money Laundering frameworks; or (d) Your reliance on AI-generated outputs without the human evaluation required under the AyeFace Artificial Intelligence Service section, in each case except to the extent that the loss is caused by Our breach of these Terms or Our negligence. Clause 4(a) does not limit Your obligations under the Customer payments paragraph of the Settlement section.

5. You shall indemnify Us against claims arising from Your breach of these Terms, Your misuse of AyeFace, Customer or third-party claims relating to Your business operations, negligent or unlawful acts by You or Your personnel, or Your breach of data protection laws, and, from 20 November 2026, where You are a Charity, claims arising from the information You provide for Donation receipts, Your eligibility to issue tax-deductible receipts, or Your use of Donations.

6. You acknowledge that the allocation of risk in this clause is reflected in the Fees, and that a materially different allocation would require different Fees. If You require a higher limit of liability than that set out in clause 3, You may request one at or before onboarding and We will consider the request and quote accordingly.

We process all data in accordance with the Malaysian PDPA, Singapore PDPA, GDPR, and Our Privacy Policy.

For Customer Personal Data collected through the AyeFace User Portal, We act as data controller. For data generated through Your store interactions, You act as data controller. Each party shall comply with its respective obligations under applicable data protection laws.

Any AI model training or performance insights, including those used to test and improve the accuracy and security of Our facial recognition and liveness detection, are based solely on anonymised and aggregated AyeFace User data; where biometric templates are used for this purpose, they are anonymised and are not relinked to an identified individual. Biometric data from accounts in child or teen mode is used for these purposes only with the separate opt-in consent described in Our Privacy Policy. Merchant Data is not used for these purposes.

If a personal data breach occurs affecting Customer Personal Data, We will notify You without undue delay and provide reasonable assistance for Your legal compliance obligations.

Data Transmission for Third-Party Gateways and KYB: To provision Your access to underlying payment processing infrastructure, payment rails, and regional e-wallets, You hereby grant Us explicit authorization to securely transmit Your corporate registration details, business licenses, director identification data, and any other compliance documents collected during registration to Our integrated third-party payment gateways, merchant acquirers, and local compliance partners. You acknowledge that access to live payment rails is conditional upon these partners clearing Your business through their respective Know Your Business (KYB) and Anti-Money Laundering (AML) verification frameworks.

Relationship to the Merchant Agreement. Where You have accepted the AyeFace Merchant Agreement, that agreement prevails over these Terms to the extent of any inconsistency. These Terms continue to apply to matters the Merchant Agreement does not address.

Amendments: at least thirty (30) days' prior notice, except where immediate changes are required by law or security. Notice via email, Merchant Portal, or Our website. Continued use constitutes acceptance.

Language: These Terms are published in English. Where We provide a translation into another language, it is offered for convenience only. If there is any inconsistency between the English version and a translation, the English version prevails.

Governing Law: These Terms are governed by the laws of Your Business Country, and the courts of Your Business Country have non-exclusive jurisdiction. Where no Business Country is specified, the laws of Singapore apply.

International Data Transfers: Where personal data is transferred outside the EEA or the UK, We rely on the European Commission's Standard Contractual Clauses, together with the UK International Data Transfer Addendum where applicable, which are incorporated into Our agreements with the receiving parties, alongside any other safeguard permitted by applicable law. See: commission.europa.eu/standard-contractual-clauses

Data Retention: Data is retained only as long as necessary for service delivery, compliance and legal obligations, and is securely deleted or anonymised after termination. The specific retention periods that apply, including those for transaction and anti-money-laundering records, are set out in Our Privacy Policy.

Merchant contact: merchants@aye-ai.org