Section A: General Terms and Conditions

This Agreement provides a general description of the Services Pay Latin Solutions Lda may provide to you, including those allowing you to accept payments using third patry providers from purchasers of your goods or services (your “Customers”). We provide you with a more detailed description of the Services through published software libraries and application programming interfaces that may be used to access the Services (the “API”) and additional resources we make available to you on our website.

Before using the Services, you must register with Pay Latin Solutions Lda and create an account (a “Pay Latin Solutions Lda Account”) and accept this agreement and its content.

 

 

To register for a Pay Latin Solutions Lda Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, physical address, email, phone number, business identification number, URL, the nature of your business or activities, and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number, bank account information) about your beneficial owners, principals, and your Pay Latin Solutions Lda Account representative. Until you have submitted, and we have shared with the providers selected and obtained permission from you to send them to receive a response from them that they have been reviewed and approved all required information, your Pay Latin Solutions Lda Account will be available to you to accept payments.

 

 

If you are an individual trader, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.

 

 

You authorise us to retrieve information about you to our service providers, including credit and information bureaus. You acknowledge that this may include your name, address, credit history, and other data about you or your Representative. 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 of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your chosen payment providers using the Pay Latin Solutions Lda Account. Pay Latin Solutions Lda may periodically update this information as part of our underwriting criteria and risk analysis procedures according to the payment provider requirements.

 

 

You also agree to promptly notify the payment providers in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary insolvency petition or proceeding, receivership, bankruptcy, or similar action; there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, or levy against 25% or more of your total assets.

 

 

You may only use the Services for legitimate Transactions with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. Pay Latin Solutions Lda or its payment providers offering payment services through our platform are not responsible for the products or services you publicize or sell, or that your Customers purchase using the Services; or if you accept, for your communication to your Customers of the intended use of such. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers.

Pay Latin Solutions Lda provides Services to you but we have no way of knowing if any particular purchase, sale,, order, or other transaction (each a “Transaction”) is accurate or correct, or typical for your business. You are responsible for knowing whether a Transaction initiated by your Customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.

 

Pay Latin Solutions Lda will provide the Services to you at the rates and for the fees (“Fees”) described in the agreement you have negotiated. The Fees include charges for Transactions (such as processing a payment) and for other events connected with your Pay Latin Solutions Lda Account (such as handling a disputed charge). We may revise the Fees at any time. However, we will provide you with at least 30 days’ advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).

In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to your payment provider connected to our platform , affiliates, any bank, money services business, payment network, financial institution or other financial intermediary (each a “Financial Services Provider”) resulting from your use of Payment Services in a manner not permitted by this Agreement or a Financial Services Provider’s rules and regulations.

If you require more clarity on our fee schedule or have a question about fees, please contact us.

 

We will provide you with support to resolve general issues relating to your LDBpay account and your use of the services. This support includes resources and documentation that we make available to you through the current versions of LDBpay’s , API documentation, and other pages on our website (collectively, “Documentation”). The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us.

 

You are solely responsible for providing support to Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities.

 

We are not responsible for providing support for the Services to your Customers with the exception of technical matters.

 

 

Our fees are exclusive of any applicable sales or value-added tax, except as expressly stated to the contrary. You have sole responsibility and liability for: (i) determining what, if any, taxes or fees apply to the sale of your products and services, or payments you receive in connection with your use of the Services (“Taxes”); and (ii) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any Taxes, including where we are unable to validate any tax-related identification information you provide us, we may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. Upon our reasonable request, you must provide accurate information regarding your tax affairs.

We may send documents to you and tax authorities for Transactions processed using the Services. You agree that we may send you any tax-related information electronically.

 

 

a. Compliance with Applicable Laws: You must use the payment services from our partners in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.

 

b. Restricted Businesses and Activities: You may not use the Services, for your benefit or the benefit of another, for any activities Pay Latin Solutions Lda has identified as a restricted business or activity (collectively, “Restricted Businesses”). Restricted Businesses include use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States or the European Union.

 

Please review the list of Restricted Businesses with each payment provider thoroughly before registering for and opening a Pay Latin Solutions Lda Account. If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact your payment provider. The payment providers connected to our platform may add to or update the Restricted Business List at any time.

 

c. Other Restricted Activities: You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for noncommercial, personal, or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public Pay Latin Solutions Lda 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 with no added value to Customers; (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.

 

 

We may refuse, condition, or suspend any Transactions that we believe (i) may violate this Agreement or other agreements you may have with Pay Latin Solutions Lda; (ii) are unauthorized, fraudulent, or illegal; or (iii) that expose you, Pay Latin Solutions Lda, or others to risks unacceptable to Pay Latin Solutions Lda. If we suspect or know that you are using or have used the Services for unauthorized, 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 Pay Latin Solutions Lda Account, your Customers, and Transactions made through your use of the Services.

 

 

 

 

 

 

 

 

b. Effects of Termination: Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) complete all pending Transactions, (ii) stop accepting new Transactions through the Service, Your continued or renewed use of the Services after all pending Transactions have been processed serves to renew your consent to the terms of this Agreement. If you terminate this Agreement, we will pay out any remaining funds owed to you in accordance with the section payment service agreement.

 

In addition, upon termination you understand and agree that (i) all licences granted to you under this Agreement will end; (ii) 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; and (iii) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.

Section C: Payment Services

 

1. Payment Services Overview

Pay Latin Solutions Lda provides you Payment Services directly or through various Financial Services Providers. Payment Services allow you to accept payment from your Customers for Transactions. We may limit or refuse to process Charges (as defined below) for any Restricted Businesses, or for Charges submitted in violation of this Agreement. To use the Payment Services, you must also accept separate agreements with the Financial Services Providers as described in Section 5.

Some of the Payment Services offered by Pay Latin Solutions Lda are services that may only be provided by an authorised payment services provider (“Authorised Payment Services”). To the extent that you acquire Authorized Payment Services, the services may be provided by Pay Latin Solutions Lda Lithuania Ltd. Pay Latin Solutions Lda Lithuania terms will apply.

 

The following terms used in this section relate to your use of Payment Services:

 

3D Secure

The “Three-Domain Secure” protocol developed by Visa International Inc. (Visa) branded as “Verified by Visa” and “MasterCard Secure Code” developed by MasterCard International Inc. (MasterCard), including successive versions thereof and any amendments thereto.

 

Acquirer 

A financial institution that is authorized by a Scheme Owner to enable the use of a Payment Method by accepting Transactions from merchants on behalf of the Scheme Owners.

 

API 

Application Programming Interface consisting of a direct secured internet connection between the Merchant’s site and the Adyen environment via which Payment Details are sent.

 

Authorization 

The process whereby an Account Holder (or Merchant on Account Holder’s behalf) requests permission for a Payment Method to be used for a purchase of Merchant’s Service or Product. “Authorized”  shall have the corresponding meaning.

 

Bank Account 

The bank account held by an Eligible Merchant with Pay Latin Solutions Lda on which funds owed by Pay Latin Solutions Lda to the Eligible Merchant (credit) or by the Eligible Merchant to Pay Latin Solutions Lda (debit) are administered and on which Pay Latin Solutions Lda will Settle the funds for Transactions validly processed for the Merchant.

 

Business Day 

A day other than a Saturday or Sunday on which banks are open for business in Portugal.

 

Capture Period 

The period in which an Authorized Transaction can be Captured. The Capture Period varies per Payment Method.

 

Capturing 

The confirmation by (or on behalf of) the Merchant to the Acquirer that a Transaction for which Merchant received an Authorization is to be executed and the Account of the Account Holder is to be charged for the Transaction. “Captured” shall have the corresponding meaning.

 

Card 

Any form of Credit Card or Debit Card, which may be used by a Cardholder to carry out a Transaction on a Cardholder’s account.

 

Card Association / Card scheme

Visa, MasterCard, Discover or comparable bodies which provide Cards.

Card Verification Method / CVM Code

The 3- or 4-digit numeric code that is printed on a Card. This code is known as: for Visa: CVV2; for MasterCard: CVC2; for American Express and Discover: CID. Collectively referred to as CVM Code.

 

Cardholder

Any person who is issued a Card and possesses and uses a Card and, where required on the Card, whose signature appears on the Card as an authorized user.

 

Chargeback 

A Transaction which is successfully charged back on request of the Account Holder or the Issuer pursuant to the relevant Scheme Rules resulting in a cancellation of a Transaction in respect of which a Merchant has been paid or was due to be paid. If a Chargeback occurs for a Transaction in respect of which Merchant already received Settlement of the related funds, this results in the unconditional obligation for the Merchant to immediately return the Settled funds to Pay Latin Solutions Lda, to enable Pay Latin Solutions Lda to return such funds to the Scheme Owner or Acquirer

Charge means a credit or debit instruction to capture funds from an account that a Customer maintains with a bank or other financial institution in connection with a Transaction.

 

Chargeback Fee 

The fee charged by Pay Latin Solutions Lda to the Merchant in respect of a Chargeback.

 

Credit Card 

Any form of credit card, which permits or enables Transactions on a Cardholder’s account.

 

Contact Person / Representative

The person that is authorized to operate the Pay Latin Solutions Lda account on behalf of the company registered.

 

Merchant Backoffice

The secured interface on Pay Latin Solutions Lda website where Merchants can review and operate on their Transactions, profile and settings and find usage instructions, information regarding the Services and the Payment Methods.

 

Dispute

Means an instruction initiated by a Customer with a Financial Services Provider or us to return funds for an existing Charge (including a chargeback on a payment card network; or dispute on a debit network).

 

Debit Card 

Any form of debit card, which permits or enables Transactions on a Cardholder’s account.

 

Service  Date 

The date on which the complete Merchant Product and/or Merchant Service is delivered to the Account Holder who paid for the corresponding Transaction.

 

Witheld amount(s) 

A sum of money held by the payment provider you are using through our platform, withheld from funds to be Settled to the Merchant and/or separately deposited with the payment provider as per its request as security for Chargebacks, Fines and fees due to the paymne provider.

 

E-Commerce Transaction 

A Transaction by an Account Holder where said Account Holder is not physically present at the point of sale at the time of the Transaction, and the Payment Details are presented to the Merchant or Pay Latin Solutions Lda by the Account Holder by means of secure Internet communications.

 

Fine 

Any fine, uplifted service fee or other additional payment as imposed by the Scheme Owners and/or Acquirers to the Merchant and/or Pay Latin Solutions Lda, as a result of situations such as, but not limited to, breach of Scheme Rules by the Merchant or caused by the Merchant, excessive fraud levels or excessive Chargeback levels.

 

Hosted Payment Pages 

The Payment Interface where an Account Holder is redirected from the Merchant shopping site to a payment site hosted by Pay Latin Solutions Lda, on which the Payment Details are entered by the Account Holder.

 

Interchange Fee(s) 

The fee(s) set and charged by the Card Schemes (and in part passed on to the relevant Issuer) for processing and settlement of a Card Transaction. This fee shall include the assessment fees and any other scheme fees charged by the Card Scheme for the particular Transaction

 

Issuer / Issuing Bank 

An institution that issues Payment Methods to the Account Holder and whose name appears on the Card or bank account statement as the Issuer or who enters into a contractual relationship with the Account Holder with respect to the Payment Method.

 

Merchant 

The company entering into a Merchant Agreement with Pay Latin Solutions Lda and for which Pay Latin Solutions Lda processes Transactions related to the Merchant Service and Merchant Products.

 

Merchant Agreement 

The agreement between Pay Latin Solutions Lda and the Merchant for the provision of the Services to Merchant, including the Terms and Conditions and all Schedules and other documents appended thereto by reference.

 

Merchant Product / Merchant Service 

A product/service which the Merchant is selling and for which Transactions are processed.

 

MO/TO or Mail Order/Telephone Order Transaction 

A Transaction by an Account Holder where the Account Holder is not physically present at the point of sale at the time of the Transaction, and the Payment Details are presented to the Merchant by the Account Holder by means of mail (not email), fax or telephone.

 

MSC / Merchant Service Charge 

The fee that Pay Latin Solutions Lda charges per Transaction for the use of the relevant Payment Method for that Transaction. This can be a percentage of the Transaction amount, or a fixed fee, or a combination of a percentage and a fixed fee. The Processing Fee is not part of the MSC.

 

Network Rules

Means the guidelines, bylaws, rules, and regulations imposed by the Financial Services Providers and payment method providers that operate payment methods and networks supported by Pay Latin Solutions Lda (including the payment card network operating rules for Visa, MasterCard, or the American Express networks; and the Bacs, CHAPs, and SEPA operating rules).

 

Order Currency 

The Currency in which the Transaction is originally offered to the Account Holder.

 

Payment Currency 

The Currency in which a Transaction is processed.

 

Payment Details 

The information which makes up a Transaction message which needs to be submitted to the Payment Interface to enable the processing of the Transaction by Pay Latin Solutions Lda and to perform fraud checks, including details regarding the Card, the Account Holder, relevant authentication details and the payment amount.

 

Payment Instruction 

Electronic instruction sent by an Eligible Merchant (or by an authorised third party acting on behalf of Eligible Merchant) to Pay Latin Solutions Lda via the Customer Area to transfer funds from the Bank Account to another bank account.

 

Payment Interface 

An electronic connection method provided by A Pay Latin Solutions Lda to the Merchant for providing the Payment Details for individual Transactions allowing Pay Latin Solutions Lda to provide its Services with respect thereto.

 

Payment Method 

A method of enabling payments by Account Holders to merchants such as Cards, online and offline bank transfers and direct debits offered by the Scheme Owners.

 

Payout 

The payment of amounts by Pay Latin Solutions Lda to the Merchant, owed with respect to settlements received by Pay Latin Solutions Lda from Acquirers or Scheme Owners for Transactions validly processed for the Merchant, minus the amounts for Refund and Chargebacks, Transaction Fees and the amounts needed to keep the Deposit on the then current Deposit Level. “Settle” and “Settled” shall have the corresponding meanings.

 

Payout Frequency

The payout frequency will be agreed with each payment provider as we are simply a technical platform and do not participate on the actual movement of funds.

The interface where an SaaS company can monitor and manage website(s) that are processing payments on the Pay Latin Solutions Lda Platform.

 

Pay Latin Solutions Lda User

The merchant(s) that is processing payments on the Pay Latin Solutions Lda Platform using third party payment system integrated to our platform.

 

Pay Latin Solutions Lda Merchant

The merchant(s) that processes payments on the Pay Latin Solutions Lda platform directly contracted with any payment provider of the merchant’s choice.

 

PCI DSS

The security standards for transmitting, processing or storing card data / payment details, known under the name PCI DSS, as required to be observed under the Scheme Rules of the Card Schemes.(www.pcisecuritystandards.org)

 

POS / Point of Sale Transaction 

Transaction submitted for processing by a Cardholder via a POS Terminal where the Cardholder is physically present at the location of the POS Terminal

 

POS Terminal 

Device designed to submit POS Transactions to Pay Latin Solutions Lda by reading the relevant data on the Card, registering the approval of the Cardholder for the Transaction, encrypting the Payment Details and sending them via the public internet to Pay Latin Solutions Lda for processing.

 

Processing Fee 

The fee that Pay Latin Solutions Lda charges for each Transaction submitted for processing to the Payment Interface, regardless of the Transaction amount and the type of Payment Method used.

 

Refund 

A (partial) reversal of a particular Transaction, whereby the funds are reimbursed to the Account Holder on the initiative or request of the Merchant.

 

RFI or Request for Information 

A request from Scheme Owner or Acquirer received by Pay Latin Solutions Lda for more information about a Transaction, made available by Pay Latin Solutions Lda to the Merchant in electronic form.

 

Scheme Owner

The party offering and/or regulating the relevant Payment Method.

 

Scheme Rule 

The collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Scheme Owners as may be amended or supplemented over time and with which Merchant must comply when using the relevant Payment Method. As a service Pay Latin Solutions Lda endeavors to make up to date versions available of the Scheme Rules applicable to the Merchant via the Customer Area, but only the then current applicable Scheme Rules as issued by the relevant Scheme Owner and/or the relevant Acquirer are binding on Merchant.

 

Service(s) 

The collective set of payment processing, KYC,  payment routing, fraud control, reconciliation, reporting, Settlement and/or other services as provided by Pay Latin Solutions Lda to the Merchant to enable the Merchant to use Payment Methods to process Transactions, as well as providing a Bank Account to Eligible Merchants and any other services offered by Pay Latin Solutions Lda to a Merchant under the Merchant Agreement.

 

Software 

The collective set of programs and data developed and/or operated by Pay Latin Solutions Lda as needed to provide the Service to its merchants, including the Payment Interface.

 

Terms and Conditions 

The current version of these terms and conditions of Pay Latin Solutions Lda.

 

Transaction 

An  Authorization request of an Account Holder for a payment from the Account Holder to the Merchant submitted by Merchant to Pay Latin Solutions Lda.

 

Transaction Fee 

The sum of Merchant Service Charge (MSC) and Processing Fee.

 

Uncompleted Order Amount 

The total amount of Authorized, Captured and/or Settled Transactions for the Merchant on any point in time, for which the Merchant Products and/or Merchant Services have not been delivered to the relevant Account Holders at that time and/or for which the return rights or order cancellation rights of the Account Holder under the terms and conditions of the Merchant and/or applicable law have not yet lapsed.

 

Working Hours 

From 09:00 CET to 18:00 CET on Business Days in portugal, or such other hours as may be published by Pay Latin Solutions Lda on the Customer Area.

 

2. Registering for Use of Payment Services

 

When you register for a Pay Latin Solutions Lda Account, you may be asked for financial information, or information we use to identify you, your Representatives, principals, beneficial owners, and other individuals associated with your Pay Latin Solutions Lda Account. Throughout the term of this Agreement, we may share information about your Pay Latin Solutions Lda Account with Financial Services Providers in order to verify your eligibility to use the Payment Services, establish any necessary accounts or credit with Financial Services Providers, monitor Charges and other activity, and conduct risk management and compliance reviews. We will review and may conduct further intermittent reviews of your Pay Latin Solutions Lda Account information to determine that you are eligible to use the Payment Services. Pay Latin Solutions Lda’s use of the information you provide to us under this Agreement is described in more detail in Section D.

 

Pay Latin Solutions Lda is not a bank and we do not accept deposits, provide loans or extend credit. If you accept payment for products or services (including events such as concerts or other performances) not immediately deliverable to the Customer (a “Preorder”), we may, in our sole discretion, initiate Reversals or hold Reserves for all or a portion of the Charges processed by us for a Preorder. If you would like to receive payment for a Preorder, please contact us before doing so.

 

3. Processing Transactions, Disputes, Refunds, Reversals

 

You may only submit Charges through the Payment Services that are authorized by your Customers. To enable us to process Transactions for you, you authorize and direct Financial Services Providers to receive and pay any funds owed to you through the Payment Services, and you appoint Pay Latin Solutions Lda as your agent for the purpose of facilitating your receipt of the Payment Services. We will promptly update your Pay Latin Solutions Lda Account balance to reflect any Transaction proceeds that we receive on your behalf.

 

Except where Pay Latin Solutions Lda and a Customer have otherwise agreed, you maintain the direct relationship with your Customers and are responsible for: (i) acquiring appropriate consent to submit Charges through the Payment Services on their behalf; (ii) providing confirmation or receipts to Customers for each Charge; (iii) verifying Customers’ identities; and (iv) determining a Customer’s eligibility and authority to complete Transactions. However, even authorized Transactions may be subject to a Dispute. Pay Latin Solutions Lda is not responsible for or liable to you for authorized and completed Charges that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or violate any Laws.

 

You are immediately responsible to us for all Disputes, Refunds, Reversals, Returns, or Fines regardless of the reason or timing. We may decline to act upon a Refund instruction, or delay execution of the instruction, if: (i) it would cause your Pay Latin Solutions Lda Account balance to become negative; (ii) you are the subject of Bankruptcy Proceedings; or (iii) where we otherwise believe that there is a risk that you will not meet your liabilities under this Agreement (including with respect to the Charge that is the subject of the Refund instruction).

 

We may request additional information to provide to Financial Services Providers to assist you in contesting the Dispute, but we cannot guarantee that your challenge will be successful. Financial Services Providers may deny your challenge for any reason they deem appropriate. Where a challenge is entirely or partially successful, a Financial Services Provider may credit funds associated with the Charge that is the subject of the Dispute (or a portion thereof) to your Pay Latin Solutions Lda Account. You may not submit a new Charge which duplicates a Transaction that is subject to a Dispute.

Please keep in mind that you are liable for all losses you incur when lost or stolen payment credentials or accounts are used to purchase products or services from you. Pay Latin Solutions Lda does not and will not insure you against losses caused by fraud under any circumstances. For example, if someone pretends to be a legitimate buyer but is a fraudster, you will be responsible for any resulting costs, including Disputes, even if you do not recover the fraudulently purchased product. Even if we work with you to assist you or law enforcement in recovering lost funds, Pay Latin Solutions Lda is not liable to you, or responsible for your financial losses or any other consequences of such fraud. We help you mitigate the risk of fraud losses on your Pay Latin Solutions Lda Account, and we strongly encourage you to review and use the Security Controls appropriate for your business.

 

A Financial Services Provider or we may issue a Reversal for any Charge where a Charge is made without the account owner’s authorisation, in connection with a Restricted Business, that violates the Network Rules, or for many other reasons. If a Financial Services Provider or we issue a Reversal, we will provide you Notice and a description of the cause of the Reversal.

 

4. Responsibilities and Disclosures to Your Customers

 

It is very important to us that your Customers understand the purpose, amount, and conditions of Charges you submit to us. With that in mind, when using the Payment Services you agree to: (i) accurately communicate, and not misrepresent, the nature of the Transaction, and the amount of the Charge in the appropriate currency prior to submitting it to the API; (ii) provide a receipt that accurately describes each Transaction to Customers; (iii) provide Customers a meaningful way to contact you in the event that the product or service is not provided as described; (iv) not use Services to sell products or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance; and (v) inform Customers that Pay Latin Solutions Lda and its global affiliates process Transactions (including payment Transactions) for you. You also agree to maintain a fair return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a refund.

 

You may use some Payment Services to receive recurring or subscription payments from your Customers. If you use the Payment Services to submit these recurring or subscription Charges, you agree to comply with applicable Laws, including clearly informing Customers in advance of submitting the initial Charge that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription.

 

If you engage in Transactions with Customers who are individuals (i.e. consumers), you specifically agree to provide consumers disclosures required by Law, and to not engage in unfair or deceptive acts or practices.

 

5. Specific Payment Methods

 

When accepting payment card payments, you must comply with all Network Rules applicable to merchants, including the Network Rules provided by Visa, MasterCard, and American Express.

 

These Network Rules state that you may only accept payment for bona fide legal commercial transactions, may only use payment network trademarks or service marks consistent with the Network Rules. The Network Rules for card networks may also limit your ability to discriminate by card type or charge surcharges for acceptance of payment cards.

 

The payment card networks may amend the Network Rules at any time without notice to you, and Pay Latin Solutions Lda reserves the right to change the Payment Services for payment card processing at any time to comply with the Network Rules. We may share the information you provide to us that we use to identify the nature of the products or services with Financial Services Providers, including assigning your business activities to a particular payment network merchant category code (MCC).

 

Customers typically raise payment card network Disputes (i.e. chargebacks) when a merchant fails to provide the product or service to the Customer, or where the payment card account holder did not authorise the Charge. High chargeback rates (typically those exceeding 1%) may result in your inability to use the Payment Services. Failure to timely and effectively manage Disputes with your Customers may ultimately result in your inability to accept payment cards for your business.

 

When you accept payment card Transactions, Network Rules specifically prohibit you from (i) providing cash refunds for a Charge on a credit card, unless required by Laws, (ii) accepting cash, its equivalent, or any other item of value for a refund, (iii) acting as a payment intermediary or aggregator, or otherwise reselling Payment Services on behalf of others, (iv) submitting what you believe or know to be a fraudulent Charge, or (v) using Payment Services in a manner that is an abuse of Financial Services Providers’ networks or a violation of Network Rules.

 

If you misuse the Payment Services for payment card transactions or engage in activity the payment card networks identify as damaging to their brand, or if we are required to do so by Network Rules, we may submit information about you, Representatives, Principals, beneficial owners and other individuals associated with your Pay Latin Solutions Lda Account to the MATCH terminated merchant listing maintained by MasterCard and accessed and updated by Visa and American Express, or to the Consortium Merchant Negative File maintained by Discover. Addition to one of these lists may result in your inability to accept payments from payment cards. You understand and consent to our sharing this information and to the listing itself, and you will fully reimburse us for any losses we incur from third-party claims, and you waive your rights to bring any direct claims against us that result from such reporting.

 

6. Transfers and Payout Schedule

 

a. Transfers For Your Payout Account: Transfers may be initiated by you to or from your Pay Latin Solutions Lda Account to or from the account with a Financial Services Provider that you designate in the Dashboard (the “Payout Account”). A Positive balance in your Pay Latin Solutions Lda Account will result in a Transfer to your Payout Account and negative balance in your Pay Latin Solutions Lda Account will result in a Transfer from your Payout Account. All Transfers to your Payout Account will exclude Fees, Fines, and amounts owed to us for any reason. You affirm that you are authorised to initiate Transfers to and from the Payout Account.

 

We may offer you the ability to have funds settled to your Payout Account in a currency different from the one in which you accepted payment from a customer (“Multi-Currency Processing”). To use this service, you must provide us with a valid Payout Account for each currency for which you request settlement, based on our list of available settlement currencies. We may add or remove currencies from our list of available settlement currencies at any time. If you use Multi-Currency Processing, we will identify at the time of charge (for example, through the API), the conversion rate that will apply to the charge. If you refund a charge, the conversion rate that will apply will be the rate in effect at the time of the refund, not the charge. By submitting a charge or refund for processing you will be deemed to have accepted the rate. You may choose not to use the Multi-Currency Processing service at any time. You may also change the Payout Account information or other settings associated with your use of Multi-Currency Processing, but any such changes will only affect subsequent charges.

 

The term “Payout Schedule” refers to the time it takes for us to initiate a Transfer to your Payout Account. Your Payout Schedule is specified in the Dashboard. Pay Latin Solutions Lda may require a holding period before making an initial Transfer to the Payout Account. After the initial Transfer, we will credit funds to the Payout Account according to the Payout Schedule; however, please be aware that Financial Services Providers, including the institution holding the Payout Account, may delay Transfers for any reason. We are not responsible for any action taken by the institution holding the Payout Account to not credit the Payout Account or to otherwise not make funds available to you as you expected.

 

We reserve the right to change the Payout Schedule or to suspend Transfers to you. Examples of situations where we may do so are: (i) where there are pending, anticipated, or excessive Disputes, Refunds, or Reversals; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by Law or court order. We have the right to withhold Transfers to your Payout Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your Pay Latin Solutions Lda Account. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds.

 

 

7. Clearing Funds and Reserves

 

All funds resulting from Charges are held in pooled clearing accounts (the “Clearing Accounts”). We will make Transfers to and from the Clearing Accounts in the manner described in this Agreement; however, you have no rights to the Clearing Accounts or to any funds held in the Clearing Accounts, you are not entitled to draw funds from the Clearing Accounts, and you will not receive interest from funds maintained in the Clearing Accounts.

 

In certain circumstances, we may require you to place funds in reserve or to impose conditions on the release of funds (each a “Reserve”). We may impose a Reserve on you for any reason if we determine that the risk of loss to Pay Latin Solutions Lda, Customers, or others associated with your Pay Latin Solutions Lda Account is higher than normal. For example, we may hold a Reserve if: (i) your or your Customers’ activities increase the risk of loss to us or to your Customers, (ii) you have violated or are likely to violate this Agreement, or (iii) your Pay Latin Solutions Lda Account has an elevated or abnormally high number of Disputes. If we impose a Reserve, we will establish the terms of the Reserve and provide you Notice of the amount, timing, and conditions upon which the funds in the Reserve will be released to you. In many cases, the Reserve amount will be the entire amount of Charges processed using the Payment Services. We may change or condition the terms of the Reserve based on our continuous assessment and understanding of the risks associated with your Pay Latin Solutions Lda Account, if required to do so by Financial Services Providers, or for any other reason. We may fund the Reserve with funds processed through your use of Payment Services, by debiting the Payout Account or another bank account associated with your Pay Latin Solutions Lda Account, or by requesting funds directly from you.

 

To the extent possible, we prefer to identify the necessity for a Reserve in advance of establishing one. If you are concerned that we will impose a Reserve on you due to the nature of your business activities, please contact us before using the Services.

 

8. Security Interests, Collection, and Set-Off Rights

 

a. Security Interests: You grant us a lien and security interest in all funds processed and deposited into all Payout Accounts or any other bank account associated with your Pay Latin Solutions Lda Account, and in any funds processed using the Payment Services. This means that if you have not paid funds that you owe to us, your Customers, or to any of our affiliates, we have a right superior to the rights of any of your other creditors to seize or withhold funds owed to you for Transactions that we process through the Services, and to debit or withdraw funds from any bank account associated with your Pay Latin Solutions Lda Account. Upon our request, you will execute and deliver any documents and pay any associated fees we consider necessary to create, perfect, and maintain a security interest in such funds.

 

b. Collection and Set-Off Rights: You agree to pay all amounts owed to us and to our affiliates on demand. Where possible, we will first attempt to collect or set-off balances in your Pay Latin Solutions Lda Accounts from your use of the Payment Services or from funds that we hold in Reserve. However, we may collect any obligations you owe us under this Agreement from any Payout Account associated with your Pay Latin Solutions Lda Account or any commonly-owned Pay Latin Solutions Lda Account by deducting or setting-off the corresponding amounts from the funds owed to you through your use of the Payment Services, or through a direct debit from any Payout Account identified in your Pay Latin Solutions Lda Account or a commonly-owned Pay Latin Solutions Lda Account. Your failure to pay amounts owed to us or to our affiliates under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost.

 

In certain circumstances, we may require a personal, parent or other guarantee (a “Guarantee”) from a user’s principal, owner, or other guarantor. A Guarantee consists of a legally binding promise by an individual or an entity to pay any amounts the user owes in the event that the user is unable to pay. If we require you to provide us with a Guarantee, we will specifically inform you of the amount of, and the reasons for the Guarantee. If you are unable to provide such a Guarantee when required, you will not be permitted to use the Services.

 

 

The Dashboard contains details of Charges, Charge history, and other activity on your Pay Latin Solutions Lda Account. Except as required by Law, you are solely responsible for reconciling and provicind accurate data for  the information in the Dashboard generated by your use of Payment Services with your records of Customer Transactions, and for identifying any Transaction errors. You agree to review your Pay Latin Solutions Lda Account and immediately notify us of any errors. We will investigate and, where appropriate, attempt to rectify any reported errors, including any errors made by Pay Latin Solutions Lda or our Financial Services Providers. However, you should be aware that your ability to recover funds you have lost due to a Transaction error may be very limited or even impossible, particularly if we did not cause the error, or if funds are no longer available in any Payout Account or Recipient Account with each payment provider. We will work with you and our Financial Services Providers to correct a Transaction error in accordance with Network Rules; however, if you fail to communicate a Transaction error to us for our review without undue delay and, in any event, within 13 months after you discovered it and flagged it in the Dashboard, you waive your right to make any claim against us or our Financial Services Providers for any amounts associated with the Transaction error.

 

Section D: Data Usage, Privacy, and Security

1. Data Usage Overview

 

Protecting, securing, and maintaining the information processed and handled through the Services is one of our top priorities, and it should be yours too. This section describes our respective obligations when handling and storing information connected with the Services. The following terms used in this section relate to data provided to Pay Latin Solutions Lda by you or your Customers, or received or accessed by you through your use of the Services:

“Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.

 

“User Data” means information that describes your business and its operations, your products or services, and orders placed by Customers.

 

“Payment Data” means payment account details, information communicated to or by Financial Services Providers, financial information specifically regulated by Laws and Network Rules, and any other information used with the Payment Services to complete a Transaction.

“Pay Latin Solutions Lda Data” means details of the API transactions over Pay Latin Solutions Lda infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from Data, and any other information created by or originating from Pay Latin Solutions Lda or the Services.

 

The term “Data” used without a modifier means all Personal Data, User Data, Payment Data, and Pay Latin Solutions Lda Data.

 

Pay Latin Solutions Lda processes, analyses, and manages Data to: (a) provide Services to you, other Pay Latin Solutions Lda users, and Customers; (b) mitigate fraud, financial loss, or other harm to users, Customers and Pay Latin Solutions Lda; and (c) analyse, develop and improve our products, systems, and tools. Pay Latin Solutions Lda provides Data to third-party service providers, including Financial Services Providers and their affiliates, as well as Pay Latin Solutions Lda’s global 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 Pay Latin Solutions Lda’s use of Data for the purposes and in a manner consistent with this Section D.

 

2. Data Protection and Privacy

 

a. Confidentiality: Pay Latin Solutions Lda will only use User Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed by you. You will protect all Data you receive through the Services, and you may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Services and as permitted by this Agreement or by other agreements between you and us. Neither party may use any Personal Data to market to Customers unless it has received the express consent from a specific Customer to do so. You may not disclose Payment Data to others except in connection with processing Transactions requested by Customers and consistent with applicable Laws and Network Rules.

 

b. 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. You agree to review the terms of our Privacy Policy, which we 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 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 Pay Latin Solutions Lda — or allow Pay Latin Solutions Lda to collect, use, retain, and disclose — any Personal Data that you provide to us or authorise us to collect, including Data that we may collect directly from Customers using cookies or other similar means. As may be required by Law and in connection with this Agreement, you are solely responsible for disclosing to Customers that Pay Latin Solutions Lda processes Transactions (including payment Transactions) for you and may receive Personal Data from you. Additionally, where required by Law or Network Rules, we may delete or disconnect a Customer’s Personal Data from your Pay Latin Solutions Lda Account when requested to do so by the Customer.

Pay Latin Solutions Lda will provide some or all of the Services from systems located within the United States or other countries outside of Germany. As such, it is your obligation to disclose to your customers that Payment Data may be transferred, processed and stored outside of Germany and, as set forth in our Privacy Policy, may be subject to disclosure as required by applicable Laws, and to obtain from your customers all necessary consents under applicable Laws in relation to the foregoing.

If we become aware of an unauthorized acquisition, disclosure or loss of Customer Personal Data on our systems, we will notify you consistent with our obligations under applicable Law. We will also notify you and provide you sufficient information regarding the unauthorized acquisition, disclosure or loss to help you mitigate any negative impact on the Customer.

 

c. PCI Compliance: If you use Payment Services to accept payment card Transactions, you must comply with the Payment Card Industry Data Security Standards (PCI-DSS) and, if applicable to your business, the Payment Application Data Security Standards (PA-DSS) (collectively, the “PCI Standards”). Pay Latin Solutions Lda provides tools to simplify your compliance with the PCI Standards, but you must ensure that your business is compliant. The specific steps you will need to take to comply with the PCI Standards will depend on your implementation of the Payment Services. You can find more information about implementing Pay Latin Solutions Lda in a manner compliant with the PCI Standards in our Documentation. You will promptly provide us with documentation demonstrating your compliance with the PCI Standards upon our request. If you elect to store, hold and maintain “Account Data”, as defined by the PCI Standards (including Customer card account number or expiration date), you further agree that you will either maintain a PCI-compliant system or use a compliant service provider to store or transmit such Account Data; further, you agree to never store any “Sensitive Authentication Data”, as defined by the PCI Standards (including CVC or CVV2), data at any time. You can find information about the PCI Standards on the PCI Council’s website.

 

d. Data Processing. You are the data controller and we are the data processor in relation to Personal Data processed on your behalf under this Agreement, except that we will be a data controller in relation to Personal Data where we determine the purposes and manner in which the Personal Data is processed (including, for example, in complying with any regulations or laws imposed upon us through Network Rules or Financial Services Providers).

We will, to the extent that we are a data processor, process Personal Data in accordance with the terms of this Agreement and lawful instructions reasonably given by you to us from time to time, and we will employ appropriate technical and organisational measures to protect such Personal Data. We will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instructions.

 

3. Security and Fraud Controls

 

a. Pay Latin Solutions Lda’s Security: Pay Latin Solutions Lda 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 Network 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 Pay Latin Solutions Lda with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement the Security Controls and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your Pay Latin Solutions Lda Account, to maintain the integrity and security of the Services or Data, or to prevent harm to you, us, Customers, or others. You waive any right to make a claim against us for losses you incur that may result from our actions.

 

b. Your Security: You are solely responsible for the security of any Data on your website, your servers, in your possession, or that you are otherwise authorised to access or handle. You will comply with applicable Laws and Network Rules when handling or maintaining Data, and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend transactions on your account or terminate this Agreement.

 

c. Security and Fraud Controls: We may provide or suggest Security Controls to you, but we cannot guarantee that you or Customers will never become victims of fraud. Any Security Controls we provide or suggest may include processes or applications developed by Pay Latin Solutions Lda, its affiliates, or other companies. You agree to review all the Security Controls we suggest and choose those that are appropriate for your business to protect against unauthorised Transactions and, if appropriate for your business, independently implement other security procedures and controls not provided by us. If you disable or fail to properly use Security Controls, you will increase the likelihood of unauthorised Transactions, Disputes, fraud, losses, and other similar occurrences. Keep in mind that you are solely responsible for losses you incur from the use of lost or stolen payment credentials or accounts by fraudsters who engage in fraudulent Transactions with you, and your failure to implement Security Controls will only increase the risk of fraud. We may assist you with recovering lost funds, but you are solely responsible for losses due to lost or stolen credentials or accounts, compromise of your username or password, changes to your Payout Account, and any other unauthorised use or modification of your Pay Latin Solutions Lda Account. Pay Latin Solutions Lda is not liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or accounts to engage in fraudulent Transactions, unless such losses result from Pay Latin Solutions Lda’s wilful or intentional actions. Further, you will fully reimburse us for any losses we incur that result from the use of lost or stolen credentials or accounts.

 

We may also provide you with subjective Data regarding the possibility or likelihood that a Transaction may be fraudulent that require action or review by you. We may incorporate action or inaction by you into any such subjective scoring when identifying future potential fraud. You understand that we provide this Data to you for your consideration, but that you are ultimately responsible for any actions you choose to take or not take in relation to such Data, and for providing inaccurate or incorrect information to us. You are solely responsible for any action or inaction you take based on such Data.

 

4. Your Use of Data with Pay Latin Solutions Lda Platform

When using Pay Latin Solutions Lda Platform, you will have the ability to connect your Pay Latin Solutions Lda Account with a Platform or App. Connected Platforms and Apps may take certain actions on your behalf and access Data available through your Pay Latin Solutions Lda Account, including some User Data. By using Pay Latin Solutions Lda Platform, you authorise Pay Latin Solutions Lda to share Data with any Platform or App that you connect with your Pay Latin Solutions Lda Account through the Dashboard or the API. You waive your right to bring any claims against Pay Latin Solutions Lda Platform, for losses you incur that arise from any actions or use of Data by any Platform or App connected to your Pay Latin Solutions Lda Account, and you will fully reimburse us for any losses we incur that result from your actions or use of such Data by any Platform or App.

 

5. Provision of Payment Data upon Termination

 

For 30 days after termination of your Pay Latin Solutions Lda Account, you may request in writing that we provide to an alternative payment services provider the Payment Data regarding Transactions between you and your Customers that you are entitled to receive. We may require you to provide evidence that the alternative payment services provider has appropriate systems and security controls as a precondition to the provision of any Payment Data. In addition, for Payment Data regarding payment card transactions, the payment services provider must be a PCI-DSS certified. Our obligation to comply with a request under this section is limited to the extent commercially reasonable, and we may delay or refuse any request if we believe the payment services provider you have identified does not have systems or security controls in place that are sufficient to protect Payment Data, that the integrity of Payment Data may be compromised, or if Laws or Network Rules prohibit us from providing the Payment Data.

 

Section E: Additional Legal Terms

1. Right to Amend

We have the right to change or add to the terms of this Agreement at any time, 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 may provide you with Notice of any changes through the Dashboard, via email, or through other means. Your use of the Services, API, or Data 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. You can find out when this Agreement was last changed by checking the “Last updated” date at the top of the Agreement. If you do not accept a change to this Agreement, you must terminate the Agreement by closing your Pay Latin Solutions Lda Account before the change takes effect (see Termination for further detail).

 

2. Assignment

 

You may not assign this Agreement, any rights or licences granted in this Agreement, or operation of your Pay Latin Solutions Lda Account to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. Pay Latin Solutions Lda may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.

 

3. Right to Audit

 

If we believe that a security breach, leak, loss, or compromise of Data has occurred on your systems, website, or app affecting your compliance with this Agreement, we may require you to permit a third-party auditor approved by us to conduct a security audit of your systems and facilities. The auditor will issue a report to us and our Financial Services Providers.

 

4. No Agency; Third-Party Services

 

Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any Financial Services Provider. Each party to this Agreement, and each Financial Services Provider, is an independent contractor. Unless a Financial Services Provider expressly agrees, neither you nor we have the ability to bind a Financial Services Provider to any contract or obligation, and neither party will represent that you or we have such an ability.

We may reference or provide access to third-party services, products, and promotions that utilize, integrate, or provide ancillary services to the Services (“Third-Party Services”). These Third-Party Services are provided for your convenience only and do not constitute our approval, endorsement, or recommendation of any such Third-Party Services for you. You access and use any Third-Party Service based on your own evaluation and at your own risk. You understand that your use of any Third-Party Service is not governed by this Agreement. If you decide to use a Third-Party Service, you will be responsible for reviewing, understanding and accepting the terms and conditions associated with its use. We expressly disclaim all responsibility and liability for your use of any Third-Party Service. Please also remember that when you use a Third-Party Service, our Privacy Policy is no longer in effect. Your use of a Third-Party Service, including those that have a link on our website, is subject to that Third-Party Service’s own terms of use and privacy policies.

 

5. Force Majeure

 

Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, 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, Fines, Disputes, Refunds, Reversals, or Returns under this Agreement.

 

6. Your Liability For Third-Party Claims Against Us

 

You agree to defend Pay Latin Solutions Lda, our affiliates, and their respective employees, agents, and service providers (each a “Pay Latin Solutions Lda Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a Pay Latin Solutions Lda Entity, and you agree to fully reimburse the Pay Latin Solutions Lda Entities for any Claims that result from: (i) your breach of any provision of this Agreement; (ii) any Fees, Fines, Disputes, Refunds, Reversals, Returns, or any other liability we incur that results from your use of Payment Services; (iii) negligent or willful misconduct of your employees, contractors, or agents; or (iv) contractual or other relationships between you and Customers.

Important Note for Individual Traders: If you are using Services as a sole proprietor, please keep in mind that the Law and the terms of this Agreement consider you and your business to be legally one and the same. You are personally responsible and liable for your use of the Services, payment of Fees, Refunds, Reversals, Fines, losses based on Disputes or fraud, or for any other amounts you owe under this Agreement for your failure to use Security Controls, and for all other obligations to us and to your Customers. You risk personal financial loss if you fail to pay any amounts owed. Please take the time to read our Documentation and take any measures appropriate to protect against such losses.

 

7. 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 your business, products, or services is accurate and complete; (c) any Charges represent a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction; (d) you will fulfil all of your obligations to Customers and will resolve all Disputes with them; (e) you will comply with all Laws applicable to your business and use of the Services; (f) you will not use Payment Services for household purposes or peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; and (g) you will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Service.

 

8. No Warranties

 

WE PROVIDE THE SERVICES AND Pay Latin Solutions Lda 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 Pay Latin Solutions Lda OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES — WHETHER FROM Pay Latin Solutions Lda OR ANOTHER Pay Latin Solutions Lda ENTITY, AND WHETHER OR ORAL OR WRITTEN — CREATES OR IMPLIES ANY WARRANTY FROM A Pay Latin Solutions Lda ENTITY TO YOU.

YOU AFFIRM THAT NO Pay Latin Solutions Lda ENTITY CONTROLS THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS PURCHASE USING THE PAYMENT SERVICES. YOU UNDERSTAND THAT WE CANNOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR CUSTOMERS POSSESS THE AUTHORITY TO, OR WILL COMPLETE ANY TRANSACTION.

THE Pay Latin Solutions Lda ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT Pay Latin Solutions Lda WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, API, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK — YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT THE Pay Latin Solutions Lda ENTITIES MAKE NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.

NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.

 

9. Limitation of Liability

 

Under no circumstances will any Pay Latin Solutions Lda 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 Pay Latin Solutions Lda Entities have been advised of the possibility of such damages. The Pay Latin Solutions Lda 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 Pay Latin Solutions Lda Account, or Data, or your failure to use or implement anti-fraud measures, the Security Controls, or any other data security measure. The Pay Latin Solutions Lda 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 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 Pay Latin Solutions Lda 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 Pay Latin Solutions Lda 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.

 

 

Pay Latin Solutions Lda may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. We or any Financial Services Provider may deliver or hold any funds or, subject to the terms of our Privacy Policy, any Data as required under such Legal Process, even if you are receiving funds or Data on behalf of other parties. Where permitted by Law, we will make reasonable efforts to provide you Notice of such Legal Process by sending a copy to the email address we have on file for you. Pay Latin Solutions Lda is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.

 

 

a. Binding Arbitration: Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of a sole arbitrator. The place of the arbitration will be Lisbon, portugal. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction.

This Agreement and the rights of the parties hereunder shall be governed and construed in accordance with the laws of Portugal, exclusive of conflict or choice of law rules. Nothing in this section will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Either party may commence arbitration by providing to JAMS and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested.

 

b. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.

 

c. Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

 

d. Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by Law. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either party or its assets. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.

 

e. Fees: Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the court reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and attorneys’ fees awards will be offset.

 

f. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, or confirmation of an Award or its enforcement, or unless otherwise required by applicable Laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

 

g. Conflict of Rules: In the case of a conflict between the provisions of this Section E.11.g and the rules governing arbitration identified in Section E.11.a, the provisions of this Section E.11.g will prevail. If any provision of this agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.

 

 

This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Pay Latin Solutions Lda for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and Pay Latin Solutions Lda, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to 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.

 

 

All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement, including but not limited to Sections A.3 (“Your Relationship with Your Customers”), A.6 (“Taxes and Other Expenses”), A.7 (“Service Limitations, Prohibited Activities, and Security Controls”), A.8 (“Suspicion of Unauthorised or Illegal Use”), A.9 (“Disclosures and Notices; Electronic Signature Consent”), A.10.b (“Effects of Termination”), C.5 (“Specific Payment Methods”), C.6 (“Transfers and Payout Schedule”), C.7 (“Clearing Funds and Reserves”), C.8 (“Security Interests, Collection, and Set-Off Rights”), C.10 (“Reconciliation and Error Notification”), C.10 (“Dormant Accounts”), D.3 (“Security and Fraud Controls”), D.4 (“Your Use of Data with Pay Latin Solutions Lda Platform”), D.5 (“Transfer of Payment Data upon Termination”), E.4 (“No Agency; Third-Party Services”), E.5 (“Force Majeure”), E.6 (“Your Liability for Third-Party Claims Against Us”), E.7 (“Representations and Warranties”), E.8 (“No Warranties”), E.9 (“Limitation of Liability”), E.10 (“Responding to Legal Process”), E.11 (“Dispute Resolution; Agreement to Arbitrate”), E.12 (“Entire Agreement”), and E.13 (“Survival”); and any related terms in the Agreement.