These Terms and Conditions ("Escrow Terms") govern the use of the Escrow Service (as defined below) provided by the applicable Tazapay Entity. By using the Escrow Service, you, as a Customer or Account Holder, agree to be bound by these Terms. Capitalized terms that are not defined in these Escrow Terms have the same meanings given to them in the General (Account Holder) Terms or the User Terms.
In this Appendix 4, the following words and expressions shall have the following meanings:
"Account Holder" means the legal entity or person selling Products & Services under an Escrow Agreement, including any Users acting on its behalf;
"APM" means Alternative Payment Method, which includes local payment providers or rails;
"Dispute Period" means the period within which the Customer may raise a dispute in connection with the Escrow Transaction, as specified in the Escrow Agreement;
"Escrow Account" means the segregated account maintained by Tazapay for the purpose of holding the Escrow Amount in accordance with the terms of the Escrow Agreement;
"Escrow Agreement" means the agreement entered into between the Customer and Account Holder that governs the terms and conditions under which Tazapay acts as the escrow agent to hold the Escrow Funds and release them upon the fulfilment of the Release Conditions, as outlined in the agreement;
"Escrow Amount" means the total amount of money deposited by the Customer into the Escrow Account for the purpose of securing the purchase of Products & Services, as specified in the Escrow Agreement;
"Escrow Fee" means the fees payable to Tazapay for providing the Escrow Service, including any fees payable to third-parties involved in the transaction;
"Escrow Funds" means the amount of money deposited by the Customer into the Escrow Account, which is held by Tazapay until the Release Conditions are met, at which point the funds will be released to the Account Holder or refunded to the Customer as applicable;
"Escrow Transaction" means a transaction initiated by the Account Holder where the Customer deposits Escrow Funds into the Escrow Account for the purpose of securing the purchase of Products & Services;
"Milestone" means any predetermined conduct in the Escrow Agreement that triggers partial or full release of the Escrow Amount;
"Platform" means the online service or platform operated by Tazapay, through which Customers and Account Holders can initiate and manage Escrow Transactions, including funding the Escrow Account, submitting documents or evidence, and monitoring the status of their transactions;
"Products & Services" means the goods, products, or services being bought and sold by the Customer and Account Holder in connection with an Escrow Transaction, subjected to the terms of the Escrow Agreement;
"Proof of Delivery/Service" the documentation or evidence provided by the Account Holder to demonstrate fulfilment of its obligations under the Escrow Agreement, as required for the release of Escrow Funds;
"Refund" means the repayment of the Escrow Amount, in whole or in part, to the Customer in accordance with the Escrow Agreement or these Escrow Terms; and
"Release Conditions" means the conditions agreed between the Customer and Account Holder in the Escrow Agreement that must be fulfilled before Tazapay is authorized to release the Escrow Amount to the Account Holder.
Reference to the singular includes a reference to the plural and vice versa. Terms not otherwise defined in this Appendix 4 shall have the same meaning as are found in the General (Account Holder) Terms. Where there are discrepancies between definitions in this Appendix and the General (Account Holder) Terms, the definition in this Appendix shall prevail.
Tazapay provides an escrow service through the Tazapay Platform (the "Escrow Service") that facilitates Business-to-Business ("B2B") transactions by acting as a neutral third-party holder of funds. Under the Escrow Service, Tazapay receives funds from a Customer, safeguards such funds in designated safeguarded accounts, and releases the funds to the Account Holder or refunds them to the Customer upon the satisfaction of the applicable Release Conditions agreed between the Customer and the Account Holder in the relevant Escrow Agreement.
The Escrow Service is made available solely for bona fide, lawful B2B commercial transactions. You may not use the Escrow Service for consumer transactions, personal payments, remittances, charitable donations, peer-to-peer transfers, or any other purposes unrelated to legitimate B2B commerce.
Funds received under an Escrow Transaction are safeguarded in accordance with applicable regulatory requirements. They do not constitute a deposit, bank account, investment product, and will not be insured. No interest will accrue or be payable to you on any Escrow Amount.
Account Holder warrants that Escrow Service will only be used in connection with lawful purposes and corporate entities. Account Holder understands that their use of Escrow Service must be bound by and comply with the following terms or policies which govern the use of the Tazapay Services:
General (Account Holder) Terms;
User Terms; and
Privacy Policy.
Using the Tazapay Services to accept a Payment Method or submit a Transaction constitutes that you accept the applicable rights, and obligations as set out in the aforementioned policies, including FX rates, Terms, and taxes.
Prohibited Use. In relation to the Escrow Service, Account Holder must not, and must not permit any User or third party to:
use the Tazapay Dashboard, API, and/or other software or technology provided by Tazapay to facilitate a transaction in a Prohibited Industry, to transact in their individual capacity rather than on behalf of the Account Holder, or in breach of any term of the General (Account Holder) Terms, the User Terms, and these Appendices;
use the Tazapay Dashboard, API, and/or other software or technology provided by Tazapay for any purpose other than facilitating Transactions in accordance with this section 3;
resell, rent, lease, or distribute the Tazapay Dashboard, API, and/or other software or technology provided by Tazapay, except where expressly authorized by Tazapay in writing;
copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of the Tazapay Dashboard, API, and/or other software or technology provided by Tazapay; and
attempt to bypass any security measures in the Tazapay Dashboard, API, and/or other software or technology provided by Tazapay.
An Escrow Transaction may only be initiated by the Account Holder through the Platform. The Account Holder is responsible for entering all required transaction information, including the Escrow Amount, currency, Milestones (if any), Release Conditions, delivery expectations, and any other information needed for the proper administration of the Escrow Service.
The Customer does not create or modify the Escrow Transaction on the Platform. Instead, the Customer's participation is established when the Customer:
reviews the Escrow Transaction details provided by the Account Holder; and
funds the Escrow Amount using one of the permitted payment methods.
Before acceptance of an Escrow Transaction, Tazapay may require the Customer and/or Account Holder to complete identity verification, provide transactional information, or satisfy other risk or Compliance checks. Tazapay may decline or suspend an Escrow Transaction if the required information is not provided or if risk or Compliance thresholds are not met.
The Customer's funding of the Escrow Amount constitutes confirmation of the Escrow Transaction terms for the purposes of using the Escrow Service.
The Account Holder is solely responsible for ensuring that all Escrow Transaction details provided through the Platform are true, complete, and accurate. Tazapay has no obligation to review or verify the accuracy or completeness of any transaction terms between the Customer and the Account Holder.
The Customer must fund the full Escrow Amount using one of the Payment Methods permitted on the Tazapay Platform, which may include credit or debit cards, bank transfers, APMs, or any other methods supported by Tazapay from time to time. Tazapay does not guarantee the availability of any specific payment method for any Transaction, jurisdiction, or currency.
Funding the Escrow Amount may be subject to fees, charges, or FX conversions imposed by Tazapay or the Customer's payment provider. The Customer is responsible for ensuring that the full Escrow Amount, net of any such charges, is received by Tazapay. Any shortfall must be rectified before the Escrow Service begins.
All funding transactions may be subject to payment screening, anti-fraud checks, Sanctions screening, AML/CFT monitoring, or other Compliance measures. Tazapay may reject or delay the acceptance of funds until such checks are completed to its satisfaction.
Before the escrow becomes valid, Tazapay has no obligation to safeguard or act upon any purported Escrow Transaction.
An Escrow Transaction becomes valid and active only when Tazapay has received the Escrow Amount in cleared and unconditional funds. Pending or unsettled payments, authorisations, or holds do not constitute receipt of funds for this purpose.
All Escrow Amounts received by Tazapay are held in accounts segregated from Tazapay's own corporate funds and/or assets. These funds are maintained solely for the purposes of the relevant Escrow Transaction and are not available for Tazapay's general use, including operational or corporate expenditures.
Tazapay will take commercially reasonable steps to safeguard the Escrow Funds, including storing them with regulated financial institutions under Applicable Law. Funds will be protected from misuse, misappropriation, or unauthorised access, subject to the terms of this Agreement and the Applicable Law.
The Customer and Account Holder acknowledge and agree that Escrow Funds are not insured under any deposit protection scheme under any jurisdictions. Tazapay does not provide any guarantee or assurance of repayment in the event of insolvency of any financial institution holding the Escrow Funds.
The Customer and Account Holder acknowledge and agree that any interest that may accrue in the course of holding funds at the financial institution will belong solely to the financial institution, unless otherwise expressly agreed in writing by Tazapay.
Tazapay will release Escrow Funds to the Account Holder only upon satisfaction of the agreed Release Conditions under the relevant Escrow Agreement. Such Release Conditions may include, without limitation:
Customer acceptance: confirmation from the Customer that the Products & Services have been delivered or performed in accordance with the terms of the transaction;
Proof of delivery verified: submission and verification of the required documentation evidencing delivery or performance by the Account Holder; and
Any other milestones: fulfilment of any additional milestones or conditions mutually agreed between Customer and Account Holder and documented in the Escrow Agreement.
Funds shall not be automatically released to the Account Holder unless all Release Conditions have been met. Tazapay will not be liable for any indirect losses, costs, or damages resulting from a delay or refusal to release Escrow Funds in accordance with this section.
Where the Escrow Agreement provides for release in stages or milestones, Tazapay may release funds corresponding only to the verified portion of the transaction. Remaining funds shall continue to be held in the Escrow Account until subsequent Release Conditions are satisfied.
Tazapay may, at its sole discretion, review, verify, and request further information or documentation from either party before releasing Escrow Funds. Verification may include confirmation of receipt, quality, quantity, or compliance with contractually agreed specifications.
Upon satisfaction of all applicable Release Conditions, Tazapay will release the Escrow Funds to the Account Holder's designated account within a reasonable period, typically no more than two (2) business days following verification. The exact timing may vary depending on the payment method and banking arrangements.
The Customer may raise a dispute regarding an Escrow Transaction within the Dispute Period. A dispute may be raised if the Customer believes that the Account Holder has not fulfilled the obligations under the transaction, including but not limited to non-delivery, incomplete delivery, or non-conformity with agreed specifications.
The Customer must notify Tazapay in writing of the dispute, providing sufficient details and supporting evidence. Tazapay shall acknowledge receipt of the dispute and place the Escrow Funds on hold pending resolution.
Both Customer and Account Holder must cooperate with Tazapay and submit any documentation, proof of delivery, communications, or other evidence reasonably requested by Tazapay to facilitate dispute resolution. Failure to provide such evidence may affect the outcome of the dispute.
Pending Tazapay's review and determination, the Escrow Funds shall remain on hold and will not be released to either Party.
Tazapay will review the evidence submitted and determine, in its sole discretion, whether the Release Conditions have been met or whether funds should remain on hold. Tazapay shall communicate its determination in writing to both parties. The Escrow Funds shall be released, refunded, or otherwise handled in accordance with Tazapay's determination.
Tazapay's determination shall be binding on the parties unless overturned by arbitration or a competent court of law.
Tazapay may, in its discretion, partially release Escrow Funds if evidence indicates partial fulfilment of the transaction.
If an Escrow Transaction is cancelled, or if the Account Holder fails to fulfil its obligations under the Escrow Agreement within the agreed timeframe, the Escrow Amount (net of any applicable fees, charges, or FX adjustments) shall be refunded to the Customer.
Account Holder must maintain and make available to Customers a fair and neutral Refund and exchange policy, and clearly explain the process by which Customers can receive a Refund.
Account Holder agrees to bear liability for any Refunds claimed by their Customers. These include, but are not limited to claims made under Buyer Protection. Such Refunds will be processed at the Account Holder's expense as may be mandated by applicable payment schemes, regulatory authorities, or financial institutions.
Account Holder shall bear all costs associated with the Refund, including but not limited to, FX fluctuations, transaction fees, and any other charges incurred in connection with the Refund process. In the event of a Transaction Reversal or Refund, the conversion rate that will be used to calculate the Refund will be the rate in effect at the time of the Refund.
Tazapay may refuse to act upon a Refund Instruction, or delay executing the instruction, if Account Holder is the subject of an Insolvency Event, if it would cause a negative balance in Account Holder's Tazapay Account, or if Tazapay believes that there is a risk Account Holder will not meet its liabilities under this Agreement.
Tazapay may initiate a Transaction Reversal if:
the Payment Method Provider invalidates the Transaction;
Account Holder receives funds in error for any reason;
Account Holder was not authorized to accept the Transaction;
Account Holder receives funds related to activities that violate this Agreement, Law or Financial Provider Terms; or
a Payment Method Provider or Payment Method Acquirer requires Tazapay to do so under the applicable Financial Provider Terms.
Refunds shall be processed promptly upon determination that the Escrow Amount is refundable. Refunds will be made via the Customer's original payment method or other mutually agreed method. Timing may depend on banking and payment processing cycles.
Any fees or charges associated with Refunds or Transaction Reversals, including currency conversion, bank fees, or payment processor charges, shall be borne by the party responsible under the Escrow Agreement, unless otherwise agreed by Tazapay.
Both Customer and Account Holder shall:
Provide accurate and complete information when setting up, funding the Escrow Transaction and/or initiating the Escrow Transaction;
Comply with all Applicable Laws, regulations, and Tazapay's AUP, including AML/CTF obligations;
in relation to the Escrow Account;
the Customer shall cooperate with Tazapay in providing proof or evidence required to verify performance of the Account Holder's obligations under the Escrow Agreement; and
the Account Holder shall deliver the Products & Services in accordance with the terms of the Escrow Agreement and provide proof of delivery or service as required by Tazapay;
ensure sufficient funds are available in the chosen funding method to cover the Escrow Amount, applicable taxes, duties and any associated fees or charges;
promptly raise any disputes within the defined Dispute Period and provide supporting documentation as reasonably requested by Tazapay; and
cooperate with Tazapay in any dispute resolution or verification processes.
Tazapay acts solely as an escrow agent. Its responsibilities and liabilities are limited to:
receiving and safeguarding Escrow Funds in accordance with the Escrow Agreement;
releasing Escrow Funds to the Account Holder or refunding the Customer only upon fulfilment of the Release Conditions; and
acting in accordance with any written instructions agreed in the Escrow Agreement.
To the maximum extent permitted by law, Tazapay's aggregate liability for any claim arising out of or in connection with an Escrow Transaction shall be limited to the total Escrow Fee actually paid by the parties in respect of that Escrow Transaction.
Tazapay shall not be liable for:
the quality, condition, or performance of the Products & Services delivered by the Account Holder;
any disputes, losses, or damages arising from the contractual relationship between Customer and Account Holder;
any indirect, incidental, consequential, or punitive damages, including lost profits or business opportunities, arising between the contractual relationship between Customer and Account Holder, even if Tazapay has been advised of the possibility of such damages; and
any failure or delay in releasing Escrow Funds caused by events beyond Tazapay's reasonable control, including but not limited to system failures, Counterparty failures, Scheduled Downtime, Unscheduled Downtime, Force Majeure Events, or regulatory actions.
The Customer and Account Holder shall jointly and severally indemnify and hold harmless Tazapay, its Affiliates, officers, and employees against all claims, losses, liabilities, or expenses arising from:
the access and use of Tazapay Services and its Escrow Services;
any services provided by third-party service providers engaged by Tazapay;
the Customer and/or Account Holder's breach of the Escrow Agreement, these Terms and Conditions, or any Applicable Law; or
any wrongful, negligent act and/or omission by you in connection with Tazapay and/or the Terms.
