1. Acceptance of these terms
These Terms and Conditions ("Terms") govern your access to and use of the VG Pays website, the PayId payment orchestration platform, our APIs, developer documentation, sandbox, and related services (together, the "Services") provided by VG Pays ("VG Pays", "we", "us", or "our").
By accessing or using the Services, you agree to these Terms. If you use the Services on behalf of a business, you confirm that you have authority to bind that business, and "you" refers to that business. If you don't agree, don't use the Services.
2. Definitions
- Merchant: a business approved by VG Pays to accept payments through the Services.
- Merchant Agreement: the separate written agreement between VG Pays and a Merchant covering pricing, settlement, reserves, and other commercial terms.
- Acquirer: a bank or financial institution that processes card or alternative payment transactions for Merchants.
- Transaction: any payment, authorization, capture, refund, void, credit, or related operation submitted through the Services.
- Credentials: your merchant key, password, API keys, and any other access details we issue to you.
3. The Services
VG Pays provides technology that lets Merchants connect once and route card and alternative payments across Acquirers, payment networks, and alternative payment method providers. Integration options include hosted Checkout, Hosted Payment Fields, and server-to-server APIs for cards and alternative payment methods. Features may include multi-acquirer routing, cascading, tokenization, recurring payments, and two-step authorization and capture.
The availability of specific payment methods, Acquirers, currencies, and countries depends on your approval, your Merchant Agreement, and the rules of our partners. We may add, change, or remove features at any time.
4. Eligibility and onboarding
- The Services are for businesses only. You must be legally able to enter into binding contracts.
- Before you can process live Transactions, you must complete our onboarding process, including know-your-customer (KYC), know-your-business (KYB), anti-money laundering (AML), and underwriting checks.
- You agree to provide accurate, complete, and current information and to tell us promptly about any changes to your business, ownership, or activities.
- We may approve or decline any application at our discretion, and we or our Acquirers may require additional information at any time.
5. Accounts and credentials
- You are responsible for keeping your Credentials confidential and secure, and for all activity carried out with them.
- Your password must be used only to compute request hashes and must never be sent in a request body, exposed in client-side code, or stored in a browser.
- Sandbox credentials are for testing only and must not be used to process real payments.
- Notify us immediately at marketsyncfzco@protonmail.com if you suspect any unauthorized access to your account or Credentials.
6. Merchant obligations
When using the Services, you agree to:
- Comply with all applicable laws, regulations, and the rules of the card schemes and payment method providers.
- Maintain PCI DSS compliance appropriate to your chosen integration. If you use server-to-server card integration, you are responsible for meeting the full PCI DSS requirements that apply to handling card data.
- Clearly display your refund, cancellation, delivery, and customer service policies to your customers.
- Obtain any consents needed from your customers, including for stored credentials and recurring charges.
- Process only Transactions for genuine sales of goods or services that you have disclosed to us.
- Integrate according to our documentation and handle callbacks correctly, including checking both status and type to determine whether a Transaction is final.
7. Prohibited activities
You must not use the Services to:
- Process Transactions for illegal goods or services, or for any business category we or our partners have not approved.
- Engage in fraud, money laundering, terrorist financing, or sanctions violations.
- Submit Transactions on behalf of another business without our written approval.
- Interfere with, disrupt, reverse engineer, or attempt to gain unauthorized access to the Services or related systems.
- Use the Services in a way that could damage our reputation or that of our partners.
8. Fees and settlement
Fees, settlement schedules, reserves, rolling reserves, and payout terms are set out in your Merchant Agreement. Unless your Merchant Agreement says otherwise, we may deduct fees, refunds, chargebacks, and fines from amounts due to you. You are responsible for any taxes that apply to your use of the Services.
9. Refunds, chargebacks, and reserves
- You are responsible for all refunds, chargebacks, reversals, and related fees and fines associated with your Transactions.
- We may hold a reserve or delay settlement where we reasonably believe it is needed to cover risk, such as high chargeback levels, suspected fraud, or a change in your business.
- You agree to cooperate with us and our Acquirers in investigating and responding to disputes.
10. Suspension and termination
We may suspend or terminate your access to all or part of the Services, or refuse or hold any Transaction, if:
- You breach these Terms or your Merchant Agreement.
- We or our partners suspect fraud, illegal activity, or excessive risk.
- We are required to do so by law, a regulator, a card scheme, or an Acquirer.
You may stop using the Services at any time, subject to any notice period in your Merchant Agreement. Obligations relating to outstanding Transactions, chargebacks, fees, and confidentiality survive termination.
11. Intellectual property
VG Pays and its licensors own all rights in the Services, including the platform, APIs, documentation, software, logos, and the PayId and VG Pays brands. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services and documentation solely to integrate with and use the Services during your relationship with us. You may not copy, modify, distribute, or create derivative works from the Services except as allowed by these Terms.
12. Confidentiality
Each party agrees to keep confidential any non-public information it receives from the other, including Credentials, pricing, and technical information, and to use it only to perform these Terms. This doesn't apply to information that is public, already known, independently developed, or required to be disclosed by law.
13. Data protection
We process personal data as described in our Privacy Policy. Where you provide us with personal data about your customers, you confirm that you have the right to do so and that you have given your customers any notices required by law.
14. Disclaimers
We work to keep the Services available and reliable, but they are provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We don't guarantee that the Services will be uninterrupted or error-free, or that any particular Acquirer or payment method will always be available. The sandbox and documentation are provided for testing and guidance only.
15. Limitation of liability
To the fullest extent permitted by law, VG Pays will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or related to the Services. Our total liability for any claim relating to the Services is limited to the fees you paid us in the three (3) months before the event giving rise to the claim. Nothing in these Terms limits liability that can't be limited by law.
16. Indemnity
You agree to indemnify and hold harmless VG Pays, its affiliates, and its partners from any claims, losses, fines, penalties, and expenses (including reasonable legal fees) arising from your Transactions, your breach of these Terms or applicable law, or any dispute between you and your customers.
17. Third-party services
The Services rely on third parties such as Acquirers, card schemes, and alternative payment method providers. Their services may be subject to their own terms, and we are not responsible for their acts or omissions. Links to third-party websites are provided for convenience only.
18. Changes to these terms
We may update these Terms from time to time. We will post the updated version on this page and change the "Last updated" date. Where changes are significant, we will give reasonable notice. Continuing to use the Services after changes take effect means you accept the updated Terms.
19. Governing law and disputes
These Terms are governed by the laws of [jurisdiction], unless your Merchant Agreement specifies otherwise. Any dispute will be subject to the exclusive jurisdiction of the courts of [jurisdiction]. Before starting formal proceedings, both parties agree to try to resolve disputes in good faith by contacting each other.
20. General
- Entire agreement: these Terms, the Privacy Policy, and your Merchant Agreement form the entire agreement between us. If there is a conflict, the Merchant Agreement prevails.
- Severability: if any provision is found unenforceable, the rest of the Terms remain in effect.
- No waiver: failing to enforce a right doesn't waive it.
- Assignment: you may not assign these Terms without our written consent. We may assign them to an affiliate or successor.
- Force majeure: neither party is liable for delays caused by events beyond its reasonable control, such as network outages of third parties, natural disasters, or government action.
21. Contact us
If you have questions about these Terms, contact us at:
VG Pays
[Registered company name and address]
Email: marketsyncfzco@protonmail.com