Terms of Service

Effective Date: December 31, 2025

These Terms of Service (“Agreement”) govern your access to and use of the PayNext modern payments platform, APIs, SDKs, dashboards, integrations, and related software and services (“Services”) provided by PayNext Inc., a Delaware corporation (“PayNext,” “we,” “us,” or “our”).

By accessing or using the Services, you agree to be bound by this Agreement. If you use the Services on behalf of an entity, you represent that you have authority to bind that entity, and “you” and “your” refer to that entity.

The Services are for business and commercial use only.

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1. Definitions and Interpretation

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1.1 Definitions

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1.2 Interpretation

In this Agreement: (a) headings are for convenience only; (b) words in the singular include the plural and vice versa; (c) references to Sections are to sections of this Agreement; and (d) “including” means “including without limitation.”

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2. The Services

2.1 PayNext is a modern payments platform that enables you to route payments across processors, manage subscriptions, and build checkout experiences—all from a single integration.

2.2 PayNext is not a payment processor, bank, money transmitter, payment institution, or provider of financial, regulatory, or compliance advice.

2.3 PayNext does not hold, move, or settle funds. All payment processing, settlement, refunds, chargebacks, and related activities occur directly between you and your chosen Third-Party Providers.

2.4 Subject to your compliance with this Agreement, we grant you a non-exclusive, non-transferable, revocable right to access and use the Services during the Term solely for your internal business operations.

2.5 We may modify the Services from time to time. We’ll provide reasonable advance notice of material changes that adversely affect the functionality of the Services.

2.6 We may offer beta, preview, or early access features (“Beta Services”). Beta Services are provided “AS IS” without warranty or support commitment. We may modify or discontinue Beta Services at any time without notice or liability.

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3. Accounts and Access

3.1 To access the Services, you must create an Account and provide accurate, complete registration information.

3.2 You are responsible for:

• Maintaining the confidentiality of all credentials, API keys, and access tokens
• All activity that occurs under your Account
• Ensuring that only authorized users access the Services
• Implementing appropriate security measures, including multi-factor authentication
• Keeping Account information accurate and up to date

3.3 We reserve the right to suspend Account access immediately if we reasonably believe there is unauthorized use or a security breach.

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4. Acceptable Use

4.1 Use the Services only in compliance with this Agreement and all applicable laws.

4.2 Do not use the Services to:

• Engage in illegal, fraudulent, or deceptive activity
• Interfere with system integrity, security, or performance
• Reverse engineer, decompile, or disassemble any part of the Services
• Copy, modify, or create derivative works of the Services
• Sublicense, sell, resell, or transfer the Services to third parties except as expressly permitted
• Process data outside the intended scope of payment routing and subscription management
• Process regulated or sensitive data (including health, biometric, or children’s data) unless expressly agreed in writing
• Violate anti-money laundering or sanctions laws
• Violate export control laws or use the Services in embargoed countries or regions
• Build a competitive product or service

4.3 We may suspend or terminate access immediately if your use violates this Section 4 or exposes us to legal, regulatory, or reputational risk.

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5. Your Obligations

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5.1 General Obligations

You agree to:

• Comply with all applicable laws and regulations
• Obtain and maintain all necessary licenses, consents, and permissions
• Ensure your personnel comply with this Agreement
• Implement appropriate technical and organizational security measures
• Ensure your network and systems are sufficient to use the Services
• Provide accurate and complete information as we reasonably request

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5.2 Technical Obligations

You agree to:

• Handle API keys with due care, store them securely, and rotate them if compromised
• Update to current API and SDK versions promptly when we request for security or stability
• Implement monitoring and periodically perform end-to-end testing
• Provide contact details for authorized incident contacts reachable at any time
• Report problems promptly through our support channels

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5.3 Configuration Responsibility

While we may provide guidance on workflow configuration, you are solely responsible for:

• Configuring workflows and integrations
• Testing Services in sandbox and production environments
• Ensuring configurations meet your business requirements

5.4 If your act, omission, or failure to perform prevents or delays our performance, we may suspend performance without liability until you remedy the default.

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6. Fees and Payment

6.1 You agree to pay all Fees specified in the applicable Order Form or pricing documentation.

6.2 Unless otherwise stated:

• Fees are non-refundable
• Fees are exclusive of applicable sales taxes, VAT, or similar transaction taxes
• We will add applicable taxes to invoices where required by law
• We’ll invoice you, and payment is due within thirty (30) days of invoice date

6.3 We may revise Fees with at least thirty (30) days’ advance written notice, effective at the start of the next Renewal Term. If you object within seven (7) days, you may terminate at the end of the current term.

6.4 Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less.

6.5 If an invoice remains unpaid for more than forty-five (45) days past the due date, we may suspend access to the Services upon written notice. Suspension does not relieve you of payment obligations or terminate this Agreement.

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7. Data and Privacy

7.1 Each party will comply with Applicable Data Protection Law.

7.2 Where we process Personal Data on your behalf, the DPA applies and is incorporated by reference.

7.3 You remain the controller of Customer Data. We act solely as a processor or service provider.

7.4 Ensure you have appropriate lawful bases and notices to enable lawful transfer of Personal Data to us.

7.5 Our collection and use of personal information in our capacity as a controller is described in our Privacy Policy.

7.6 We may collect and use aggregated, anonymized data derived from your use of the Services for product improvement, benchmarking, and analytics purposes, provided such data cannot identify you or any individual.

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8. PCI Compliance

8.1 We maintain PCI DSS certification and will maintain it for the duration of this Agreement.

8.2 You agree to comply with PCI DSS requirements applicable to your use, access, and storage of cardholder information.

8.3 PayNext only integrates with Third-Party Providers that maintain PCI DSS compliance. You are responsible for maintaining your own PCI DSS compliance and for any additional agreements you enter into directly with Third-Party Providers.

8.4 We are responsible for the security of cardholder data we possess, store, process, or transmit on your behalf, to the extent such data is within our systems.

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9. Third-Party Services

9.1 The Services enable you to integrate with Third-Party Providers. Your use of Third-Party Provider services is governed by your separate agreements with those providers.

9.2 You acknowledge that:

• Third-Party Providers are not our sub-contractors or sub-processors
• You must have a direct contract with each Third-Party Provider you use
• Any transactions with Third-Party Providers are between you and the provider
• We are not responsible for Third-Party Provider availability, performance, acts, or omissions

9.3 You consent to Third-Party Providers accessing transaction data for fraud prevention, reporting, and service improvement purposes.

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10. Service Availability

10.1 We target 99.9% service availability, measured monthly. The Services may experience interruptions, delays, or errors. Specific availability commitments and remedies, if any, are set forth in a separate service level agreement.

10.2 Any additional service level commitments are set forth in a separate service level agreement or Order Form.

10.3 We’ll use commercially reasonable efforts to provide advance notice of scheduled maintenance.

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11. Platforms and End Merchants

11.1 If you use the Services as a platform on behalf of End Merchants, this Section 11 applies.

11.2 Ensure each End Merchant:

• Complies with PCI DSS requirements
• Complies with applicable laws regarding cardholder and personal data
• Agrees to terms no less protective than this Agreement

11.3 You are responsible for End Merchants’ acts and omissions as if they were your own.

11.4 Notify us of End Merchant identities as we reasonably request.

11.5 We may enter into direct agreements with End Merchants at our discretion.

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12. Intellectual Property

12.1 We retain all rights, title, and interest in and to the Services, including all Intellectual Property Rights in the software, Documentation, and underlying technology.

12.2 You retain all rights in Customer Data. You grant us a limited, non-exclusive, worldwide license to process Customer Data solely to provide the Services.

12.3 We may use any feedback, suggestions, or ideas you provide without restriction or obligation.

12.4 Except as expressly stated herein, this Agreement does not grant either party any rights to the other’s Intellectual Property Rights.

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13. Confidentiality

13.1 Each party shall keep Confidential Information confidential and use it only to perform obligations or exercise rights under this Agreement.

13.2 Confidential Information does not include information that:

• Is or becomes publicly known through no fault of the receiving party
• Was known to the receiving party before disclosure
• Is received from a third party without breach of any obligation
• Is independently developed without use of Confidential Information

13.3 A party may disclose Confidential Information:

• To employees, contractors, and advisors with a need to know, subject to confidentiality obligations
• As required by law, provided the disclosing party gives reasonable advance notice where permitted

13.4 Confidentiality obligations survive termination for three (3) years.

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14. Disclaimers

14.1 THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

14.2 PAYNEXT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14.3 We do not warrant that the Services will be uninterrupted, error-free, or free of vulnerabilities.

14.4 We do not guarantee transaction outcomes, routing performance, or Third-Party Provider availability.

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15. Indemnification

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15.1 Indemnification by You

You shall defend, indemnify, and hold us harmless from claims arising from:

• Your use of the Services in violation of this Agreement
• Your violation of law or third-party rights
• Customer Data
• End Merchant acts or omissions
• Fraud or willful misconduct

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15.2 Indemnification by PayNext

We shall defend you against third-party claims alleging the Services infringe U.S. Intellectual Property Rights and indemnify you for damages awarded, provided you:

• Provide prompt written notice
• Grant us sole control of defense and settlement
• Provide reasonable cooperation

15.3 We may, at our option: (a) procure the right for you to continue using the Services; (b) modify the Services to be non-infringing; or (c) terminate this Agreement and refund prepaid Fees for unused Services.

15.4 We have no liability for infringement arising from: (a) modifications not made by us; (b) use contrary to Documentation; (c) combination with non-PayNext products; or (d) continued use after notice of infringement.

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16. Limitation of Liability

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16.1 Exclusions

Nothing limits liability for: (a) death or personal injury from negligence; (b) fraud; (c) breach of confidentiality; (d) indemnification obligations; or (e) liability that cannot be excluded by law.

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16.2 Exclusion of Consequential Damages

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, data, or business opportunities.

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16.3 Liability Cap

PayNext’s total cumulative liability to you under this Agreement, whether in contract, tort, or otherwise, shall not exceed the Fees actually paid by you to PayNext in the twelve (12) months immediately preceding the event giving rise to the claim.

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17. Force Majeure

17.1 Neither party is liable for failure or delay caused by events beyond reasonable control (“Force Majeure Event”), including: natural disasters, acts of government, war, terrorism, labor disputes, internet outages, pandemic, or failures of third-party infrastructure.

17.2 The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact.

17.3 If a Force Majeure Event continues for more than sixty (60) days, either party may terminate without liability.

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18. Term and Termination

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18.1 Term

This Agreement commences on the Effective Date and continues until terminated.

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18.2 Renewal

If an Order Form specifies an initial term, this Agreement continues for such term and automatically renews for successive one (1) year periods unless either party provides at least thirty (30) days’ written notice of non-renewal.

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18.3 Termination for Breach

Either party may terminate for material breach if not cured within sixty (60) days of written notice.

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18.4 Termination for Convenience

We may terminate for convenience with at least ninety (90) days’ written notice after expiration of any initial term. If you have prepaid Fees for a period extending beyond the termination date, we will refund the pro-rata portion of unused prepaid Fees.

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18.5 Immediate Termination

We may suspend or terminate immediately upon:

• Violation of the Acceptable Use Policy
• Actions exposing us to legal, regulatory, or reputational risk
• Requirement by law or regulatory authority
• Your insolvency, bankruptcy, or cessation of business

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18.6 Termination by You

You may terminate immediately if we materially and continuously fail to provide the Services for thirty (30) consecutive days, excluding Force Majeure Events.

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18.7 Effect of Termination

Upon termination:

• All licenses and rights terminate immediately
• You shall cease all use of the Services
• Each party shall return or destroy Confidential Information
• Data handling shall be governed by the DPA

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18.8 Survival

Sections 1, 6, 7, 12, 13, 14, 15, 16, 18.7, 18.8, 19, and 20 survive termination.

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19. Modifications to Agreement

19.1 We may modify this Agreement by providing at least thirty (30) days’ advance written notice via email or the Services.

19.2 If you object to modifications, notify us in writing within fourteen (14) days, and the prior version continues to apply until the end of the current term.

19.3 Continued use of the Services after the effective date of modifications constitutes acceptance.

19.4 Modifications to Order Forms require mutual written agreement.

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20. General Provisions

• Assignment — You may not assign this Agreement without our prior written consent. We may assign in connection with merger, acquisition, or sale of assets.
• Subcontracting — We may subcontract obligations, provided we remain responsible for subcontractor performance.
• Audit Rights — With reasonable notice and no more than once per year, you may request evidence of our compliance with security obligations through third-party audit reports.
• Notices — Send notices in writing to:
  • Address: PayNext Inc., 8 The Green, STE R, Dover, DE 19901, USA
  • Legal: [email protected]
  • General Enquiries: [email protected]
• Severability — If any provision is found unenforceable, it shall be modified to the minimum extent necessary.
• Waiver — Failure to enforce any provision does not waive the right to enforce it later.
• Entire Agreement — This Agreement constitutes the entire agreement and supersedes all prior agreements.
• Independent Contractors — The parties are independent contractors.
• Governing Law — This Agreement is governed by the laws of the State of Delaware, excluding conflict-of-law principles.
• Dispute Resolution — Disputes shall be resolved through good-faith negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration under AAA Commercial Rules in Wilmington, Delaware. You waive any right to participate in class actions or class-wide arbitration against PayNext.
• Jurisdiction — For matters not subject to arbitration, the parties submit to exclusive jurisdiction of courts in Delaware.