These Tazapay Embedded Flows Terms (the "Embedded Flows Terms") are incorporated by reference into the terms and conditions of the Provider (as defined in Section 2 below) and apply to you as an End Client accessing payment services through the Provider’s platform or services (the "Platform") and powered by the applicable Tazapay Entity ("Tazapay").
These Embedded Flows Terms govern your access to the Tazapay-powered services made available to you through your contractual relationship to the Provider, encompassing, where applicable, payment processing and/or collections services (“COBO”), as well as the disbursement of funds via payouts (“POBO”), together, the "Tazapay Services".
The Tazapay Services are provided by Tazapay to the Provider. Tazapay is not a party to your agreement with the Provider. Tazapay has no liability to you in connection with your access to and use of the Tazapay Services, and nothing in these Embedded Flows Terms shall be construed as creating any obligation on the part of Tazapay towards you. Any reference to your “use” of the Tazapay Services shall be solely construed as referring to your access to the Tazapay Services via the Provider’s Platform under your corresponding contractual relationship with the Provider.
By accessing any Tazapay Service through the Provider’s Platform, you agree to be bound by these Embedded Flows Terms. If you do not agree, you must immediately cease your access to the Tazapay Services.
These Embedded Flows Terms should be read together with the Provider’s own terms and conditions, which govern your overall relationship with the Provider.
In these Embedded Flows Terms, the following terms shall have the meanings set out below:
"Applicable Law" – means any law, regulation, rule, directive, or regulatory guidance applicable to you or to the Tazapay Services in any relevant jurisdiction.
"AUP" – means Tazapay’s Acceptable Use Policy, as published and updated from time to time at Tazapay Acceptable Use Policy.
"Card Network" – means any payment card network facilitating card-based transactions, including Visa, Mastercard, and American Express.
"Card Network Rules" – means the guidelines, bylaws, rules, and regulations imposed by Card Networks from time to time.
"COBO" – means collection of payments on your behalf, facilitated through the Provider’s use of one or a combination of Tazapay Services.
"End Client" or "you" – means any individual or entity, whether as a payer or payee, accessing the Tazapay Services through the Provider’s Platform via a contractual relationship with a Provider.
"Payment Method" – means any method of payment accepted through the Tazapay Payment Gateway, including credit cards, debit cards, bank transfers, and alternative payment methods.
"POBO" – means disbursement of funds to you or on your behalf, facilitated through the Provider’s use of one or a combination of Tazapay Services.
"Provider" – means an entity through whose Platform you access the Tazapay Services.
"Sanctions" – means any economic or trade sanctions or restrictive measures issued by the United Nations, United States, European Union, United Kingdom, Financial Action Task Force, or any other relevant authority.
"Transaction" – means any payment, collection, or disbursement initiated or received by you through the Tazapay Services.
“Tazapay Account” - means an account held by the Provider with Tazapay in connection with their use of the Tazapay Services.
“Tazapay Entity” - means, as applicable to your Provider’s contractual arrangement, either (i) Tazapay Pte. Ltd. (UEN 202010604W), a corporation incorporated under the laws of Singapore, having its registered office at 8 Temasek Boulevard, #15-02, Suntec Tower Three, Singapore 038988; (ii) Tazapay Canada Corp., (Incorporation number: BC1313641) a company incorporated under the laws of Canada with the registered address at 310-1095 McKenzie Avenue, Victoria, Canada, V8P2L5; or (iii) Tazapay HK Limited. (Business Registration Number: 74399219), a company incorporated under the laws of Hong Kong with its registered office at Unit 2216, 22/F, Prosperity Tower, No. 39 Queen’s Road Central, Hong Kong.
By accessing the Tazapay Services, you agree to comply with Tazapay’s AUP, which is incorporated into these Embedded Flows Terms by reference. You are responsible for reviewing the AUP as published at the link set out in section 2 above, and for ensuring your continued compliance with it.
Without limiting the AUP, you must not use the Tazapay Services, whether directly or indirectly, to:
engage in any fraudulent, deceptive, or unlawful activity, including the use of stolen or unauthorised payment methods;
engage in or facilitate any activity that violates Applicable Law, including any law or regulation relating to anti-money laundering, countering the financing of terrorism, or sanctions compliance;
process Transactions in connection with any industry, activity, or jurisdiction that is prohibited under the AUP or by Applicable Law;
conduct any cyberattack, hacking, phishing, or other malicious activity against the Tazapay Services or any related infrastructure; or
engage in any activity that Tazapay or the Provider determines, in their respective discretion, poses a risk to the integrity, security, or operation of the Tazapay Services.
You represent and warrant that:
neither you, nor any person or entity on whose behalf you are acting, is the subject of any Sanctions or is otherwise prohibited from using the Tazapay Services under Applicable Law; and
all information you provide in connection with your use of the Tazapay Services is accurate, complete, and not misleading.
Scope of Use. You warrant that your use of the Tazapay Services through the Provider’s Platform will be solely in connection with lawful purposes. Unless otherwise expressly agreed between Tazapay and the Provider to include consumer use-cases, the Tazapay Services may only be used for the processing of payments in connection with corporate entities and an underlying sale of goods or services. Any use of the Tazapay Services outside the permitted scope of use constitutes a material breach of these Embedded Flows Terms.
Prohibited Use. In connection with your use of the Tazapay Services, you must not, and must not permit any third party to:
use the Tazapay Services to facilitate a Transaction in a Prohibited Industry (as defined in the AUP), to transact in a manner in breach of these Embedded Flows Terms or the AUP, or to transact in an individual capacity rather than on behalf of a corporate entity (unless otherwise expressly agreed by Tazapay and the Provider);
use the Tazapay Services for any purpose other than as set forth in the Scope of Use, or as otherwise expressly agreed by Tazapay and the Provider;
resell, rent, lease, or distribute access to the Tazapay Services or any related software or technology;
copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of any software or technology forming part of the Tazapay Services;
attempt to bypass any security measures in the Tazapay Services or any related software or technology;
receive funds through the COBO services on behalf of another entity; or
provide inaccurate, false, or misleading beneficiary details or payment instructions in connection with a POBO Transaction.
Transaction Authorisation. By submitting or authorising a Transaction via the Provider’s Platform, you (a) confirm that you are duly authorised to do so; (b) authorise Tazapay to process such Transaction pursuant to its agreement with your Provider; and (c) that the Transaction is legitimate and compliant with Applicable Law and these Embedded Flows Terms. Transactions are initiated by the Provider or via the Provider’s platform and are subject to Tazapay’s compliance and sanctions screening processes. Tazapay reserves the right to delay, withhold, or refuse to process any Transaction where it has reasonable grounds to do so, including for compliance, regulatory, or risk management reasons.
Where the Provider uses the Tazapay Services infrastructure to collect payments on your behalf (COBO), the following terms apply.
You acknowledge that funds collected through COBO services are received by Tazapay on behalf of the Provider, and are held and settled in accordance with the agreement between Tazapay and the Provider. You do not hold any direct account with Tazapay, and no funds collected through COBO are held in trust for you by Tazapay. You acknowledge that your funds may be held on a pooled basis in a Tazapay Account in the name of the Provider; (b) no deposit insurance or equivalent protection applies; (c) Tazapay does not owe any fiduciary or similar duty to you as an End Client; (d) no interest shall be payable on such funds; and (e) Tazapay is not liable for maintaining any balances on behalf of you as an End Client and that this is solely the responsibility of the Provider.
You are responsible for ensuring that any payment instructions or details you provide to the Provider in connection with COBO transactions are accurate and complete. Tazapay shall not be liable for any loss arising from inaccurate or incomplete information provided by you.
Disputes. Any dispute relating to a COBO transaction, including in respect of non-receipt, incorrect amounts, or delays, must be raised directly with the Provider in accordance with the Provider’s own dispute and refund procedures. Tazapay has no liability to you in respect of any such dispute, refund, or complaint.
Payment Methods. The Payment Methods available to you will be determined by the Provider and are subject to the rules and requirements of the relevant Card Network, payment scheme, or alternative payment method provider, as applicable. Tazapay reserves the right to add or remove Payment Methods at any time without notice.
Card Network Rules. Where you make or receive payment by card, you agree to comply with all applicable Card Network Rules. In particular, you must not:
use a payment card for any purpose other than a bona fide Transaction for goods or services;
store, retain, or misuse any card verification value or equivalent security code following authorisation of a Transaction; or
request or accept a cash refund in respect of a Transaction completed by payment card, except where required by Applicable Law.
PCI DSS. Where card data is processed in connection with your use of the Tazapay Payment Gateway, you must comply with the Payment Card Industry Data Security Standard ("PCI DSS") to the extent applicable to your activities. You must not store, process, or transmit card data in a manner that is inconsistent with PCI DSS requirements.
Where the Provider uses the Tazapay Services infrastructure to disburse funds to you or on your behalf (POBO), the following terms apply.
You acknowledge that Tazapay’s obligation in respect of any POBO Transaction runs solely to the Provider, and not to you. Tazapay has no liability to you for any delay, failure, or error in the processing of a POBO Transaction, including where such delay or failure is caused by a third party such as a beneficiary bank, intermediary bank, or payment network.
You are responsible for ensuring that any account details or beneficiary information you provide to the Provider for the purpose of effecting a POBO Transaction are accurate and up to date. Neither Tazapay nor the Provider shall be liable for any loss arising from incorrect or outdated information provided by you.
Disputes. Any dispute relating to a POBO Transaction, including in respect of non-receipt, incorrect amounts, or delays, must be raised directly with the Provider. Tazapay has no liability to you in respect of any such dispute.
You acknowledge that Tazapay and the Provider are subject to Applicable Law relating to anti-money laundering, countering the financing of terrorism, and sanctions compliance, and that the Tazapay Services may be subject to screening, monitoring, and reporting obligations and you warrant that you are and will at all times be in compliance with all applicable laws with respect to anti-money laundering, countering the financing of terrorism, and sanctions.
You agree to provide Tazapay or the Provider with any information or documentation it or Tazapay reasonably requests in connection with its compliance obligations, including for the purposes of customer due diligence and transaction monitoring. Failure to provide such information may result in the suspension or termination of your access to the Tazapay Services through the Provider’s Platform.
Tazapay reserves the right to instruct the Provider to suspend or terminate your access to the Tazapay Services if Tazapay determines, in its sole discretion, that you have breached or are at risk of breaching any Applicable Law, the AUP, or these Embedded Flows Terms. In such circumstances, the Provider will give effect to such suspension or termination, and Tazapay shall have no liability to you arising from any such action.
All intellectual property rights in the Tazapay Services, including any software, technology, interfaces, trademarks, and documentation made available through the Provider’s Platform in connection with those services ("Tazapay IP"), are and shall remain the exclusive property of Tazapay or its licensors.
You must not, and must not permit any third party to:
use any Tazapay IP for any purpose other than accessing the Tazapay Services through the Provider’s Platform in accordance with these Embedded Flows Terms;
copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works from any Tazapay IP;
remove, alter, or obscure any copyright, trademark, or other proprietary notice contained in or relating to any Tazapay IP;
circumvent, disable, or interfere with any security feature or access control relating to any Tazapay IP; or
use any Tazapay IP to conduct any benchmarking, competitive analysis, penetration testing, or vulnerability assessment without the prior written consent of Tazapay.
No licence or right in respect of any Tazapay IP is granted to you except as strictly necessary to access the Tazapay Services through the Provider’s Platform in accordance with these Embedded Flows Terms.
In connection with your use of the Tazapay Services, the Provider shall act as the data controller in respect of personal data of its End Clients, and Tazapay may process such personal data as a data processor on behalf of the Provider for the purposes of providing the Tazapay Services. Such processing is carried out in accordance with Tazapay’s Privacy Policy, available at Tazapay Privacy Policy, which you are encouraged to review.
By using the Tazapay Services through the Provider’s Platform, you acknowledge that your personal data may be shared with Tazapay and processed by Tazapay for the purposes of providing the Tazapay Services, including for compliance, fraud prevention, and regulatory reporting purposes.
The Provider acts as the primary controller of your personal data in the context of your relationship with the Provider. Any queries relating to the use of your personal data should be directed to the Provider in the first instance.
Tazapay has no liability to you under or in connection with these Embedded Flows Terms or your use of the Tazapay Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise. This includes, without limitation, any liability in respect of:
any Transaction, including its processing, settlement, delay, failure, or reversal;
any dispute, refund, or chargeback relating to a Transaction;
any interruption, suspension, or unavailability of the Tazapay Services;
any loss of data, revenue, profits, or goodwill arising from your use of the Tazapay Services; or
any act or omission of the Provider, any Card Network, any bank, or any other third party involved in the processing of a Transaction.
All disputes, claims, and complaints arising from your use of the Tazapay Services must be directed to the Provider, which is solely responsible for managing its relationship with you.
Your access to the Tazapay Services is contingent on your continued compliance with these Embedded Flows Terms, the AUP, and all Applicable Law.
The Provider may, at Tazapay’s direction or its own discretion, suspend or terminate your access to the Tazapay Services, including where:
you have breached or are suspected of breaching these Embedded Flows Terms or the AUP;
you are or become subject to any Sanctions;
your use of the Tazapay Services poses, in Tazapay’s or the Provider’s reasonable determination, a legal, regulatory, reputational, or financial risk; or
Tazapay suspends or terminates its services to the Provider.
Tazapay shall have no liability to you in respect of any suspension or termination effected in accordance with this section 11.
Tazapay reserves the right to amend or update these Embedded Flows Terms at any time. Any changes will be effective upon publication by Tazapay. Your continued access to the Tazapay Services after such changes constitutes your acceptance of the updated Embedded Flows Terms.
It is your responsibility to review these Embedded Flows Terms periodically for any changes. If you do not agree to the revised terms, you must cease using the Tazapay Services. Where material changes are made, Tazapay will endeavour to provide notice through the Provider, but is not obligated to do so.
If any provision of these Embedded Flows Terms is found to be invalid, unlawful, or unenforceable under Applicable Law, it shall be severed to the extent necessary, and the remaining provisions shall continue in full force and effect.
These Embedded Flows Terms, together with the AUP and Tazapay’s Privacy Policy (each incorporated by reference), constitute the complete set of terms applicable to your use of the Tazapay Services as an End Client. They supplement, and do not replace, the Provider’s own terms and conditions governing your relationship with the Provider.
No failure or delay by Tazapay or the Provider in enforcing any provision of these Embedded Flows Terms shall constitute a waiver of that provision or any other right.
These Embedded Flows Terms are provided in English. In the event of any inconsistency between an English version and any translation, the English version shall prevail.
