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 https://tazapay.com/legal-docs/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; or (ii) Tazapay Canada Corp., (Incorporation number: BC1313641) a company incorporated under the laws of Canada with the registered address at 310, 300-1095 McKenzie Avenue, Victoria, Canada, V8P2L5.
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 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, 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 confirm that you are duly authorised to do so and 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 you are a payee, the Provider may facilitate the collection of payments on your behalf through the Tazapay Services. All funds collected are received into the Tazapay Account held by the Provider and are subject to applicable settlement timelines, compliance checks, and any deductions or withholdings as may be required by Applicable Law or the terms agreed between Tazapay and the Provider.
You acknowledge that Tazapay does not guarantee real-time settlement of funds, and that settlement timelines may vary depending on the Payment Method used, the jurisdictions involved, and any applicable compliance or risk review processes.
You are solely responsible for ensuring that the goods or services underlying any Transaction are delivered in accordance with your obligations to the payer. Tazapay shall have no liability in connection with any failure or delay in the delivery of goods or services.
Disputes. In the event of a chargeback, refund request, or payment dispute initiated by a payer, you acknowledge that Tazapay may, at its discretion or in accordance with Card Network Rules, reverse, withhold, or deduct the disputed amount from your settlement funds. You agree to cooperate with the Provider and Tazapay in resolving any such disputes and to provide any documentation or information reasonably requested.
Payment Methods. Tazapay may, at its discretion, add, remove, or modify the Payment Methods available through the Tazapay Services. Tazapay does not guarantee the availability of any particular Payment Method in any jurisdiction.
Card Network Rules. Where a Transaction is processed using a card-based Payment Method, you agree to comply with all applicable Card Network Rules, including but not limited to:
not imposing surcharges on card transactions except where expressly permitted by the applicable Card Network Rules and Applicable Law;
not setting minimum or maximum transaction amounts for card payments except where expressly permitted; and
displaying all required Card Network branding and acceptance marks as required by the Card Network Rules.
PCI DSS. Where you handle, transmit, or store cardholder data in connection with the Tazapay Services, you agree to comply with the Payment Card Industry Data Security Standard (PCI DSS) as applicable, and to maintain all necessary certifications and safeguards.
Where the Provider facilitates the disbursement of funds to you through the Tazapay Services, such disbursements are subject to the terms agreed between the Provider and Tazapay, including applicable compliance checks, settlement timelines, and any applicable deductions or withholdings.
You are solely responsible for providing accurate and complete beneficiary details (including bank account information, payment references, and any other required details) for the purpose of receiving payouts. Tazapay shall have no liability for any loss or delay arising from incorrect or incomplete beneficiary information provided by you.
You acknowledge that disbursements may be delayed or withheld by Tazapay where required for compliance, regulatory, or risk management purposes, or where the Provider has not provided sufficient funds or instructions.
Disputes. In the event of a dispute regarding a disbursement, you agree to first raise the dispute with the Provider. Tazapay shall not be liable for any dispute between you and the Provider regarding the amount, timing, or validity of any disbursement.
You agree to comply with all Applicable Law relating to anti-money laundering ("AML"), countering the financing of terrorism ("CFT"), and Sanctions, as applicable to your use of the Tazapay Services.
You represent and warrant that you will not use the Tazapay Services, directly or indirectly, to transact with or for the benefit of any person, entity, or jurisdiction that is the subject of Sanctions or that is otherwise prohibited under Applicable Law.
Tazapay may, at any time and without prior notice, screen Transactions, parties, or beneficiaries against applicable Sanctions lists and may delay, block, or refuse to process any Transaction where it identifies a potential Sanctions concern or other compliance risk. Tazapay shall have no liability for any loss, delay, or inconvenience arising from such screening.
All intellectual property rights in and to the Tazapay Services, including any software, technology, documentation, trademarks, logos, and other materials provided by Tazapay, are and shall remain the exclusive property of Tazapay or its licensors. Nothing in these Embedded Flows Terms grants you any right, title, or interest in any such intellectual property.
You shall not:
use any Tazapay trademarks, logos, or branding without the prior written consent of Tazapay;
represent or imply any endorsement, partnership, or affiliation with Tazapay beyond what is expressly authorised;
copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of any Tazapay software or technology;
remove, alter, or obscure any proprietary notices, labels, or marks on any Tazapay materials; or
use any Tazapay intellectual property in a manner that is misleading, defamatory, or otherwise objectionable.
Any feedback, suggestions, or ideas you provide to Tazapay regarding the Tazapay Services shall be deemed non-confidential and non-proprietary, and Tazapay shall be free to use such feedback for any purpose without obligation or compensation to you.
Tazapay processes personal data in connection with the Tazapay Services in accordance with its Privacy Policy, available at https://tazapay.com/legal/privacypolicy. By accessing the Tazapay Services, you acknowledge and agree to the collection, use, and processing of your personal data as described in the Privacy Policy.
You are responsible for ensuring that any personal data you provide in connection with your use of the Tazapay Services is accurate, complete, and lawfully obtained, and that you have all necessary consents and authorisations to provide such data to the Provider and, through the Provider, to Tazapay.
Tazapay may share your personal data with third parties (including regulatory authorities, Card Networks, banking partners, and service providers) as necessary for the provision of the Tazapay Services, for compliance with Applicable Law, or as otherwise described in the Privacy Policy.
Tazapay has no liability to you under or in connection with these Embedded Flows Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
loss of profits, revenue, business, or anticipated savings;
loss of data or goodwill;
indirect, incidental, special, consequential, or punitive damages;
any loss arising from the acts or omissions of the Provider, any third party, or any event outside Tazapay's reasonable control; or
any loss arising from your reliance on the Tazapay Services or any information provided in connection therewith.
The Tazapay Services are provided on an "as is" and "as available" basis. Tazapay makes no representations or warranties of any kind, whether express, implied, or statutory, including any warranties of merchantability, fitness for a particular purpose, or non-infringement.
Tazapay may, at any time and without prior notice, suspend, restrict, or terminate your access to the Tazapay Services, in whole or in part, where Tazapay reasonably determines that such action is necessary for compliance, regulatory, risk management, or security reasons.
Without limiting the foregoing, Tazapay may suspend or terminate your access to the Tazapay Services if:
you breach any provision of these Embedded Flows Terms or the AUP;
Tazapay is required to do so by Applicable Law, a regulatory authority, or a Card Network;
Tazapay reasonably suspects that your use of the Tazapay Services involves fraud, money laundering, terrorism financing, or other unlawful activity; or
your agreement with the Provider is terminated or suspended.
Tazapay shall have no liability to you for any loss, cost, or damage arising from any suspension, restriction, or termination of your access to the Tazapay Services under this section.
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. 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, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
These Embedded Flows Terms, together with the Provider's terms and conditions and the AUP, constitute the entire agreement between you and Tazapay in relation to the subject matter hereof and supersede all prior or contemporaneous understandings or agreements, whether written or oral.
No failure or delay by Tazapay in exercising any right or remedy under these Embedded Flows Terms shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of that or any other right or remedy.
