Legal

Terms and Conditions

Last updated: August 22, 2024

This Payoro Services Agreement (“Agreement”) is a legal agreement between Payoro Ltd. (“Payoro”, “us”, or “we”) and the entity or person (“you”, “your”, or “user”) who registered a Payoro account. Payoro acts as a technology intermediary between persons and Payoro Partners (“Partners”), including licensed financial institutions such as banks, relaying information to and from the respective parties via the Payoro Platform (each, a “Service” – combined the “Services”). This Agreement describes the terms and conditions that apply to your use of the Payoro Services.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

1. Overview of this Agreement

This Agreement provides a general description of the Services that Payoro may provide to you.
Before using the Services, you must register with Payoro and create an account (a “Payoro Account”).

2. Your Payoro Account

a. Registration and Permitted Activities:

Only natural persons or approved entities are eligible to apply for a Payoro Account to use the Services described in this Agreement.

To register for a Payoro Account, you must provide us with your personal information, including, but not limited to, your full name, social security number, address, email address, phone number and certain other information about you that we require. We may also collect personal information (including birthdate, and government-issued identification number) about you. Until you have submitted, and we have reviewed and approved, all required information, your Payoro Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.

You may not use the Services if you are under 18 years of age.

b. Validation:

At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify information you provided, verify your identity, and the risk associated with your account. Your failure to provide this information or material may result in suspension or termination of your Payoro Account.

You authorise us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorise and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, and other data about you. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment. You acknowledge that in some cases, such information may lead to suspension or termination of your Payoro Account. Payoro may periodically update this information as part of our risk analysis procedures.

c. Changes, Keeping your Payoro Account Current:

3. Your Relationship with The Platform

You may manage your Payoro Account, see transactions, and enable additional features through the Payoro dashboard (“Dashboard”). Payoro will use the Dashboard to provide you with information about your Payoro Account. Payoro will also provide you with access to monthly summary reports which will include all your Payoro Account activity, grouped by month, up to the most recent full day. The information may be provided in your language, and if not, it will be provided in English.You may only use the Services for legitimate financial services and transactions. Payoro is not responsible for the financial services facilitated by our platform. You affirm that you are solely responsible for the use of our platform. You are solely responsible for any losses you incur due to erroneous or fraudulent transactions in connection with your use of the Services. Payoro is not part of any agreement between you and any Partner using the Payoro platform.

4. The Payoro Platform

The terms in this section apply if you choose to connect and share your Payoro Account with a financial institution (each a “Partner”) using the Payoro Platform service (the “Platform”).The Payoro Platform allows its Partners to help you administer your Payoro Account and provide additional services directly to you. You can connect your Payoro Account to Platforms when you register for your Payoro Account, or through the Dashboard. To use services offered by Partners, you must also agree to their respective Terms and Conditions, as stated on the Website upon registration. When you connect your Payoro Account to a Partner through the Platform, you authorise Payoro to permit the Partner to: (i) access your Payoro Account and any Data contained in your Payoro Account; (ii) assist you with creating and managing Transactions; and (iii) deduct amounts (for example, fees for use of the Platform) from funds payable to you from Transactions occurring in connection with the Platform. You must separately agree with the Partner to pay any Partner Fees, and any Partner Fees will be in addition to Fees.

Once you have authorised a Partner to connect to your Payoro Account, the Partner will continue to have access to your Payoro Account and will be authorised to perform the functions described in this Agreement until you specifically withdraw your authorisation by changing the settings in the Dashboard or by terminating the Partner agreement. You waive your right to bring any claims against Payoro for losses you incur that arise from any actions or use of Data by any Partner connected to your Payoro Account.

From time to time we may offer you additional features or services that may be subject to additional or different terms of service. All such additional features and services form part of the Services, and you may not use these additional services unless you agree to the applicable agreement or terms (if any) for those services.

We may also provide you access to services identified as “beta” or pre-release services. You understand that these services are still in development, may contain bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. We provide beta services AS IS, and without warranty of any kind, and your use of, or reliance on beta services is at your own risk.

5. Fees and Fines

Payoro will provide the Services to you according to applicable rates and fees (“Fees”). The Fees may include transaction fees (for processing the transaction) and/or foreign exchange fees (“FX”), where applicable. Fees are individualized and calculated per transaction, depending on a multitude of factors, such as third-party fees, risk factors, jurisdiction, availability of pay-out options, bank fees, FX fees, and more. Fees may be included in the quoted transaction sum. We may revise Fees at any time. You are obligated to pay all taxes, fees and other charges imposed by any governmental authority, including any value added tax, goods and services tax, sales tax and applicable indirect and transactional taxes (“Taxes”) on the Services provided under this Agreement. By using the Payoro Service, you explicitly accept the Fee schedule.

6. Services and Payoro Account Support

We will provide you with support to resolve general issues relating to your Payoro Account and your use of the Services. The most efficient way to get answers to your questions is to review the information made available on our website.If you are a customer of a Payoro partner, please direct your requests directly to the partner.

7. Taxes and Other Expenses

Our fees are exclusive of any applicable Taxes, except as expressly stated to the contrary.

8. Service Requirements, Limitations and Restrictions

a. Compliance with Applicable Laws:

You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services and to Transactions.

b. Other Restricted Activities:

You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for personal, family or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public Payoro systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Services; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service.

9. Data Privacy and Security

a. Privacy:

Protection of Personal Data is very important to us. Our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us.Payoro processes, analyses, and manages Data to: (a) provide Services to you and other Payoro users; (b) mitigate fraud, financial loss, or other harm to users and Payoro; and (c) analyse, develop and improve our products, systems, and tools. Payoro provides Data to third-party service providers, including Payment Method Providers, Payment Method Acquirers, and their respective affiliates, as well as to Payoro’s affiliates, to allow us to provide Services to you and other users. We do not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to Payoro’s use of Data for the purposes and in a manner consistent with this section.

You agree to the terms of our Privacy Policy, which we may update from time to time.

You affirm that you are now and will continue to be compliant with all applicable Laws governing the privacy, protection, and your use of Data that you provide to us or access through your use of the Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to Payoro – or allow Payoro to collect, use, retain, and disclose – any Personal Data that you provide to us or authorise us to collect.

b. Security:

Payoro is responsible for protecting the security of Data in our possession. We will maintain commercially reasonable administrative, technical, and physical procedures to protect User Data and Personal Data stored in our servers from unauthorised access, accidental loss, modification, or breach, and we will comply with applicable Laws and Payment Method Rules when we handle User and Personal Data. However, no security system is impenetrable and we cannot guarantee that unauthorised parties will never be able to defeat our security measures or misuse any Data in our possession. You provide User Data and Personal Data to Payoro with the understanding that any security measures we provide may not be appropriate or adequate. In our sole discretion, we may take any action, including suspension of your Payoro Account, to maintain the integrity and security of the Services or Data, or to prevent harm to you, us, or others. You waive any right to make a claim against us for losses you incur that may result from such actions.

10. Suspicion of Unauthorised or Illegal Use

We may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement or other agreements you may have with Payoro; (ii) are unauthorised, fraudulent or illegal; or (iii) expose you, Payoro, or others to risks unacceptable to Payoro. If we suspect or know that you are using or have used the Services for unauthorised, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Payoro Account, and Transactions made through your use of the Services.

11. Ownership of Payoro IP

As between you and Payoro, Payoro and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the API, Services, Dashboard, and Documentation (collectively, “Payoro IP”) or any copies thereof. Payoro IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and all rights in Payoro IP not expressly granted to you in this Agreement are reserved.

12. Licence

You are granted a nonexclusive and nontransferable licence to electronically access and use the Payoro IP only in the manner described in this Agreement. Payoro does not sell to you, and you do not have the right to sublicence the Payoro IP. Payoro may revoke or terminate this licence at any time if you use Payoro IP in a manner prohibited by this Agreement.

13. Disclosures and Notices; Electronic Signature Consent

a. Consent to Electronic Disclosures and Notices:

By registering for a Payoro Account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from Payoro (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.

b. Methods of Delivery:

You agree that Payoro can provide Notices regarding the Services to you through our website or through the Dashboard (as defined below), or by mailing Notices to the email or physical addresses identified in your Payoro Account. Notices may include notifications about your Payoro Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.

c. SMS and Text Messages:

You authorise us to provide Notices to you via text message to allow us to verify your or your Representative’s control over your Payoro Account (such as through two-step verification), and to provide you with other critical information about your Payoro Account. In the event of a suspected or actual fraud or security threat to your Payoro Account, Payoro will use SMS, email or another secure procedure to contact you. Standard text or data charges may apply to such Notices.

d. Withdrawing Consent:

Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Payoro Account.

14. Termination

a. Term and Termination:

This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or Payoro. You may terminate this Agreement by closing your Payoro Account at any time. If you use the Services again or register for another Payoro Account, you are consenting to this Agreement. We may terminate this Agreement or close your Payoro Account at any time for any reason (including, without limitation, for any activity that may create harm or loss to the goodwill of a Payment Method) by providing you advance Notice (the period of notice as required by applicable Law). We may suspend your Payoro Account and your ability to access funds in your Payoro Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with your Payoro Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) any Law or Payoro Parter requires us to do so; or (iv) we are otherwise entitled to do so under this Agreement.

b. Effects of Termination:

Upon termination you understand and agree that (i) all Services granted to you by Payoro under this Agreement will end; (ii) subject to this Agreement, we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data.

15. Right to Amend

We have the right to change or add to the terms of this Agreement at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website or any other website we maintain or own. We will provide you with Notice of any changes through the Dashboard, via email, or through other reasonable means. If you are an existing Payoro user, the changes will come into effect on the date we specify in the Notice, and your use of the Services after a change has taken effect, constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our website at any time.

16. Force Majeure

Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications (including DDOS attacks or other types of server downtime), utility failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees under this Agreement.

17. Representations and Warranties

By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about you is accurate and complete; (c) any information about a Transaction accurately describes the Transaction; (d) you will fulfil all of your obligations according to this Agreement; (e) you will comply with all Laws applicable to your use of the Services; (f) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.

18. No Warranties

We provide the Services and Payoro IP “as is” and “as available”, without any express, implied, or statutory warranties of title, merchantability, fitness for a particular purpose, noninfringement, or any other type of warranty or guarantee. No data, documentation or any other information provided by Payoro or obtained by you from or through the services — whether from Payoro or another Payoro entity, and whether oral or written — creates or implies any warranty from a Payoro entity to you.

19. Limitation of Liability

Under no circumstances will any Payoro Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the Payoro Entities have been advised of the possibility of such damages. The Payoro Entities are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorised access or use of the Services, your Payoro Account, or Data, or your failure to use or implement anti-fraud measures, Security Controls, or any other data security measure. The Payoro Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorised access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions to or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.You agree to limit any additional liability not disclaimed or denied by the Payoro Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to Payoro during the three-month period immediately preceding the event that gave rise to your claim for damages.
These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

20. Entire Agreement

This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Payoro for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and Payoro, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

21. Complaints

If you have a complaint with the Payment Services we provide, please contact support@payoro.com.