Terms of Service

Last updated: January 1, 2025

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Paymonx S.L. ("Paymonx", "we", "us", or "our"), a company incorporated under the laws of Spain with registered office at Carrer de la Diputacio 279, 08007 Barcelona, Spain, and the entity or individual ("Client", "you", or "your") accessing or using the Services.

By clicking "I Agree", completing our onboarding process, accessing our API, or otherwise using the Services, you confirm that: (a) you have read, understood, and agree to be bound by these Terms; (b) you have the legal authority to enter into this agreement on behalf of your organisation; and (c) your organisation meets the eligibility requirements set out in Section 3.

If you do not agree to these Terms, you must immediately discontinue access to and use of the Services. These Terms supersede any prior negotiations, representations, or agreements between the parties relating to the subject matter hereof, and shall prevail over any Client purchase orders or standard terms to the contrary.

We reserve the right to modify these Terms at any time. Material changes will be communicated to you with at least 30 days' notice via email or in-dashboard notification. Your continued use of the Services after the effective date of changes constitutes your acceptance of the revised Terms.

2. Description of Services

Paymonx provides cross-border payment infrastructure for businesses through the following products:

2.1 PayAPI

PayAPI is a comprehensive REST API that enables businesses to initiate, monitor, and manage international money transfers, multi-currency account management, FX conversion, and payment routing. PayAPI provides programmatic access to Paymonx's payment network, supporting over 150 currencies and 80+ destination countries. Clients integrate PayAPI directly into their own applications, platforms, and workflows.

2.2 PayEmbed

PayEmbed is a pre-built, customisable payment user interface that Clients can embed within their own web and mobile applications via iFrame or JavaScript SDK. PayEmbed enables end-users of Client applications to initiate international transfers, view transaction history, and manage recipient details, without Clients needing to build a full payment UI from scratch. PayEmbed is subject to Paymonx's UI guidelines and branding requirements.

2.3 PayShield

PayShield is Paymonx's transaction monitoring, fraud detection, and AML compliance module. It provides real-time and batch screening of transactions against sanctions lists, PEP databases, and adverse media sources; behavioural analytics and anomaly detection; and automated compliance reporting. PayShield can be used as a standalone compliance tool or as an integrated component of PayAPI or PayEmbed implementations.

2.4 Ancillary Services

Paymonx may offer ancillary services including dedicated technical onboarding, implementation support, custom compliance workflows, enhanced SLA packages, and sandbox/testing environments. Access to ancillary services is subject to separate written agreements or addenda to these Terms.

Paymonx reserves the right to modify, enhance, or discontinue any feature of the Services at its discretion, subject to providing reasonable notice where discontinuation would materially affect Clients' operations. Service availability is described in the applicable Service Level Agreement ("SLA"), which forms part of the commercial agreement between the parties.

3. Eligibility and Registration

3.1 Business Accounts Only

The Services are provided exclusively to legal entities and businesses (including companies, partnerships, and sole traders operating under a registered business name). Paymonx does not offer consumer-facing services, and these Terms do not apply to individuals acting in a personal or consumer capacity. If you are a consumer, please do not attempt to register for or use the Services.

3.2 Age and Authority Requirements

Any individual registering for the Services or accepting these Terms on behalf of an organisation must be at least 18 years of age and must have the legal authority to bind the organisation to these Terms. By accepting these Terms, you represent and warrant that you satisfy these requirements.

3.3 Geographic Restrictions

The Services are not available to businesses incorporated or resident in countries that are subject to comprehensive sanctions programmes administered by the European Union, the United Nations, or the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. Paymonx reserves the right to decline or terminate accounts at its sole discretion based on geographic or regulatory risk considerations.

3.4 KYB/KYC Verification

Access to the Services is conditional upon successful completion of Paymonx's Know Your Business (KYB) and Know Your Customer (KYC) verification procedures. This includes, but is not limited to:

• Provision of valid business registration documents and certificates of incorporation;
• Identification of all beneficial owners holding 25% or more of the organisation;
• Identity verification of authorised representatives and directors;
• Provision of a business activity description and source-of-funds declaration;
• Satisfactory completion of sanctions, PEP, and adverse media screening;
• Any additional documentation required by Paymonx's compliance team.

Paymonx may request updated KYB/KYC documentation periodically or upon material changes to your business. Failure to provide requested documentation within the specified timeframe may result in suspension or termination of Services.

3.5 Account Credentials

You are responsible for maintaining the confidentiality of your account credentials, including API keys, access tokens, and dashboard login details. You must notify Paymonx immediately at legal@paymonx.org if you suspect unauthorised access to your account. Paymonx shall not be liable for any losses arising from your failure to keep credentials secure.

4. API Access and Licence

4.1 Licence Grant

Subject to your compliance with these Terms and payment of applicable fees, Paymonx grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Paymonx APIs, SDKs, and associated documentation (collectively, "API Materials") solely for the purpose of integrating the Services into your internal business applications or products offered to your own customers in accordance with these Terms.

4.2 Licence Restrictions

You must not: (a) resell, sublicense, or otherwise commercialise the API Materials as a standalone product; (b) reverse engineer, decompile, or disassemble any component of the Services; (c) use the Services to build a competing payments infrastructure product; (d) access the Services through automated means for purposes other than legitimate integration and testing; (e) remove, alter, or obscure any proprietary notices in the API Materials; or (f) use the Services in violation of any applicable law or regulation.

4.3 API Versioning and Deprecation

Paymonx maintains versioned API releases. We will provide at least 90 days' written notice before deprecating a major API version. You are responsible for migrating to updated API versions within the notified timeframe. Paymonx shall not be liable for service disruptions arising from your failure to migrate in time.

4.4 Rate Limits and Fair Use

API usage is subject to rate limits specified in your commercial agreement or the Paymonx developer documentation. Excessive API usage that materially degrades service performance for other clients may result in temporary throttling. Paymonx will notify you before implementing persistent throttling measures.

5. Acceptable Use Policy

You agree to use the Services only for lawful purposes and in accordance with these Terms. The following uses are expressly prohibited:

5.1 Prohibited Activities

• Processing payments related to the sale of illegal goods or services, including controlled substances, weapons, counterfeit goods, or child sexual abuse material;
• Processing payments for or on behalf of individuals or entities listed on applicable sanctions lists, including EU Consolidated Sanctions List, OFAC SDN List, UN Sanctions List, or the UK Consolidated List;
• Engaging in or facilitating money laundering, terrorist financing, tax evasion, or other financial crimes;
• Processing transactions where the stated purpose or destination is false or misleading;
• Structuring transactions to avoid reporting thresholds;
• Processing payments for unlicensed gambling, ponzi schemes, or pyramid investment programmes;
• Circumventing Paymonx's fraud detection or AML compliance systems;
• Using the Services to process payments on behalf of unlicensed financial institutions;
• Conducting load testing, penetration testing, or security research on Paymonx's production infrastructure without prior written authorisation;
• Using the Services in a manner that infringes the intellectual property rights of Paymonx or any third party.

5.2 Sanctions Compliance

You represent and warrant that neither you nor your ultimate beneficial owners are listed on, or owned or controlled by any party listed on, any applicable sanctions list. You agree to conduct your own sanctions screening of your customers and payment beneficiaries where you are acting as an intermediary, and to promptly notify Paymonx if you become aware of any potential sanctions risk.

5.3 Enforcement

Paymonx reserves the right to refuse, reverse, or block any transaction that it reasonably suspects may violate these Terms or applicable law, without prior notice and without liability. We may report suspicious activity to relevant authorities as required by our regulatory obligations.

6. Payment Terms and Fees

6.1 Service Fees

Access to the Services is subject to the fees set out in your commercial agreement, order form, or the pricing schedule published at paymonx.org/price.html. Fees may include: monthly platform access fees, per-transaction fees, currency conversion spreads, PayShield compliance module fees, and fees for premium support or custom integrations.

6.2 Fee Changes

Paymonx reserves the right to modify its fees upon 30 days' written notice. If you do not agree to fee changes, you may terminate the Services before the revised fees take effect, in which case Paymonx will refund any prepaid amounts on a pro-rata basis.

6.3 Invoicing and Payment

Unless otherwise agreed in writing, Paymonx will invoice you monthly in arrears for usage-based fees. All invoices are payable within 14 days of the invoice date. You must maintain a valid payment method on file and authorise Paymonx to charge fees in accordance with your commercial agreement.

6.4 Late Payments

Overdue amounts will accrue interest at the rate of 8% per annum above the European Central Bank base rate (as applicable under Spanish commercial law) from the due date until payment in full. Paymonx reserves the right to suspend access to the Services in the event of non-payment, upon 7 days' written notice. Reinstatement of Services following suspension for non-payment may incur a reactivation fee.

6.5 Taxes

All fees are stated exclusive of applicable taxes, including Value Added Tax (VAT). Where VAT or equivalent tax is chargeable, it will be added to invoices at the applicable rate. Each party is responsible for taxes applicable to its own income and operations.

7. Settlement and Reconciliation

Paymonx will provide settlement reports and transaction confirmations through the Client dashboard and/or API. Settlement timelines vary by corridor, currency, and payment type, as described in the product documentation. Paymonx holds client funds in segregated accounts at regulated financial institutions and does not commingle client funds with its own corporate funds.

In the event of a discrepancy between a Client's records and Paymonx's settlement records, the Client must notify Paymonx within 30 days of the relevant settlement date. Paymonx will investigate disputed amounts in good faith and provide written findings within 10 business days. Claims submitted after 30 days may not be actionable unless there is evidence of fraud or gross error on Paymonx's part.

Paymonx is not responsible for delays in settlement caused by correspondent banks, intermediary institutions, force majeure events, or regulatory holds imposed by competent authorities.

8. Compliance Obligations

8.1 Your AML/CTF Obligations

Where you use the Services to process payments on behalf of your own customers, you are responsible for conducting adequate customer due diligence (CDD) and enhanced due diligence (EDD) on those customers in accordance with applicable AML/CTF law. You must maintain your own AML programme, appoint a qualified AML officer, and file suspicious activity reports (SARs) with the relevant competent authority where required.

8.2 Ongoing Sanctions Screening

You must implement and maintain ongoing sanctions screening of your customers, employees, and payment beneficiaries against applicable sanctions lists. You must not process any transaction that would constitute a breach of applicable sanctions regulations and must promptly alert Paymonx if you identify or suspect a sanctions-relevant event.

8.3 Record Keeping

You must maintain adequate records of transactions, customer due diligence, and compliance activities as required by applicable law. You agree to provide Paymonx with reasonable access to such records upon request for audit purposes or in connection with regulatory investigations.

8.4 Regulatory Authorisations

You represent and warrant that you hold all licences, registrations, and authorisations required by applicable law to conduct your business and to use the Services for your intended purpose. You must promptly notify Paymonx if any required authorisation is revoked, suspended, or not renewed.

9. Intellectual Property

All intellectual property rights in the Services, including the PayAPI, PayEmbed, and PayShield products, together with all associated documentation, source code, algorithms, trade secrets, trademarks, and visual designs, are and remain the exclusive property of Paymonx S.L. or its licensors. Nothing in these Terms transfers any ownership rights to you.

You retain ownership of your own data, content, and any applications you build using the API. By using the Services, you grant Paymonx a limited, royalty-free licence to use your data for the purpose of providing the Services, including for fraud prevention, compliance monitoring, and service improvement (using anonymised data only).

Any feedback, suggestions, or improvement requests you provide to Paymonx may be used by Paymonx without restriction or compensation. Paymonx may identify you as a client in its marketing materials unless you notify us in writing that you object.

10. Confidentiality

Each party (as "Receiving Party") agrees to keep confidential any non-public information disclosed by the other party (as "Disclosing Party") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Confidential Information includes, but is not limited to, API credentials, business plans, pricing, technical architecture, client lists, and financial data.

The Receiving Party shall: (a) use Confidential Information only for the purposes of these Terms; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; and (c) protect Confidential Information with at least the same degree of care it applies to its own confidential information, and in no event less than reasonable care.

These obligations do not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was already known to the Receiving Party at the time of disclosure; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party where permitted.

Confidentiality obligations survive termination of these Terms for a period of five (5) years.

11. Data Processing Agreement

To the extent that Paymonx processes personal data on your behalf in connection with the Services (for example, processing transaction data containing your customers' personal information), Paymonx acts as a data processor and you act as the data controller in respect of such data. In such cases, the parties' respective obligations are governed by the Data Processing Agreement ("DPA") which is incorporated by reference into these Terms.

The DPA sets out: the subject matter, duration, nature, and purpose of the processing; the categories of personal data and data subjects; the rights and obligations of the controller; technical and organisational security measures; sub-processor management procedures; provisions for international data transfers; and data subject rights assistance obligations.

By accepting these Terms, you also accept the terms of the DPA. A copy of the DPA is available upon request by contacting legal@paymonx.org.

12. Liability Limitations

12.1 Exclusion of Indirect Losses

To the maximum extent permitted by applicable law, Paymonx shall not be liable to you for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of data, loss of goodwill, or the cost of procuring substitute services, arising out of or in connection with these Terms or the Services, whether based in contract, tort (including negligence), statute, or otherwise, even if Paymonx has been advised of the possibility of such damages.

12.2 Cap on Direct Liability

Paymonx's total aggregate liability to you for all claims arising under or in connection with these Terms shall not exceed the total fees paid by you to Paymonx in the twelve (12) month period immediately preceding the event giving rise to the claim, or EUR 50,000, whichever is greater.

12.3 Exclusions from Limitation

Nothing in these Terms limits or excludes Paymonx's liability for: (a) death or personal injury caused by Paymonx's negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited under applicable law; or (d) claims arising from Paymonx's wilful misconduct or gross negligence.

12.4 Force Majeure

Paymonx shall not be liable for any failure or delay in performing its obligations under these Terms caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, cyberattacks by state or sophisticated threat actors, telecommunications failures, regulatory interventions, or actions of banking and payment network partners. Paymonx will promptly notify you of any such event and use commercially reasonable efforts to mitigate its effects.

13. Indemnification

You agree to indemnify, defend, and hold harmless Paymonx S.L. and its officers, directors, employees, agents, and successors from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of these Terms or any applicable law or regulation;
• Your use of the Services in a manner not authorised by these Terms;
• Your failure to conduct adequate customer due diligence or maintain appropriate AML/CTF controls;
• Any claim by your customers or end-users arising from your use of the Services;
• Your infringement of the intellectual property rights of any third party in connection with the Services;
• Any sanctions violation or regulatory penalty arising from transactions initiated by you or your customers.

Paymonx will promptly notify you of any third-party claim for which indemnification is sought and will cooperate with you in the defence of such claim. You may not settle any claim that imposes obligations on Paymonx without Paymonx's prior written consent.

14. Termination

14.1 Termination for Convenience

Either party may terminate these Terms and the Services upon 30 days' written notice to the other party, unless a longer notice period is specified in the commercial agreement. Upon termination for convenience, Paymonx will settle outstanding transactions, refund any prepaid amounts on a pro-rata basis, and provide data export functionality for a period of 30 days post-termination.

14.2 Termination for Cause

Paymonx may terminate these Terms immediately upon written notice if: (a) you materially breach these Terms and fail to remedy the breach within 10 business days of written notice; (b) you enter into insolvency, administration, or liquidation proceedings; (c) you become subject to sanctions that prohibit Paymonx from continuing to provide Services; (d) Paymonx is required to terminate by a competent regulatory authority; or (e) you engage in activity that poses a material legal, regulatory, or reputational risk to Paymonx.

14.3 Effect of Termination

Upon termination: all licences granted to you under these Terms will cease; you must immediately cease using the Services and delete or return any Paymonx Confidential Information; outstanding fees become immediately payable; and Paymonx will retain data for the periods required by law. Provisions of these Terms that by their nature should survive termination (including intellectual property, confidentiality, liability limitations, indemnification, and governing law) shall continue in effect.

15. Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms, the parties agree to use good faith efforts to resolve the dispute through informal negotiation for a period of 30 days from the date one party notifies the other in writing of the dispute.

If the dispute is not resolved through informal negotiation, either party may refer the matter to mediation administered by the Barcelona Arbitration Court (Tribunal Arbitral de Barcelona) in accordance with its mediation rules. Mediation shall be conducted in English and shall take place in Barcelona, Spain.

If mediation is unsuccessful within 60 days of commencement, the dispute shall be finally resolved by the competent courts of the city of Barcelona, Spain, as specified in Section 16 below.

16. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Spain, without prejudice to any mandatory provisions of the law of the Client's jurisdiction of establishment that cannot be contractually excluded.

Subject to the dispute resolution procedures in Section 15, the parties irrevocably submit to the exclusive jurisdiction of the courts of Barcelona, Spain, for the resolution of any dispute arising under or in connection with these Terms.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the DPA, any applicable commercial agreement, order form, or addenda, constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements, representations, and understandings relating to the subject matter hereof.

17.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

17.3 Waiver

No failure or delay by Paymonx in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any breach of these Terms shall not constitute a waiver of any subsequent breach.

17.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without Paymonx's prior written consent. Paymonx may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all of Paymonx's obligations hereunder.

17.5 Notices

All notices under these Terms must be in writing and delivered by email or post to the addresses specified in the commercial agreement or the addresses listed in these Terms. Notices to Paymonx must be sent to legal@paymonx.org or to Carrer de la Diputacio 279, 08007 Barcelona, Spain.

17.6 Language

These Terms are written in English. In the event of any conflict between an English version and a translated version, the English version shall prevail.