Terms & Conditions

1. Who we are

These Terms & Conditions ("Terms") govern the provision of FX payment support, quote assistance and related services by Zapay ("we", "us", "our") to the entity or person entering into an order, proposal or statement of work ("Client", "you"). Our registered office is 123 High Street, Manchester, M1 2AB, United Kingdom. By requesting or using our services you agree to these Terms.

2. Scope of services

We provide services as described in the applicable order/proposal ("Agreement"), which may include:

• FX quote support and currency payment guidance.
• International payment setup support, including beneficiary detail checks.
• Business payment run support for suppliers, contractors and invoices.
• Payment status communication, confirmations and support notes.
• Introductions or coordination with regulated payment, e-money, FX or compliance providers where applicable.

Any out-of-scope tasks, regulated financial advice, tax advice, legal advice or bespoke integrations are excluded unless agreed in writing.

3. Client obligations

• Provide accurate, complete and timely payment information, beneficiary details and approvals.
• Check all quotes, currencies, amounts, recipient details and payment references before approving a transfer.
• Provide any information reasonably required for due diligence, fraud prevention or compliance checks.
• Review confirmations and promptly raise queries if any details appear incorrect.
• Ensure you have authority and a lawful purpose for any payment instruction you provide.

4. Fees & payment

• Fees are as set out in the Agreement and exclude VAT and third-party charges unless stated.
• Invoices are due within 14 days of issue unless otherwise agreed.
• We may suspend services for overdue amounts after notice. We may charge reasonable interest/late fees permitted by law.
• Changes in payment complexity, urgency, compliance requirements or scope may adjust fees by written notice.

5. Data protection

Each party will comply with UK GDPR and applicable data protection laws. Our Privacy Policy forms part of these Terms.

• We process personal data for enquiries, quotes, service delivery, records, security and compliance.
• You will ensure the information you provide is lawful, accurate and shared with any required transparency.
• We will assist with data subject requests and incident notifications as required by law.
• We may use vetted sub-processors under written terms; we remain responsible for them.

6. Confidentiality

Both parties must keep confidential information secret and use it only for the Agreement. This does not apply to information that is public, independently developed or legally required to be disclosed.

7. Intellectual property

We retain ownership of our tools, templates, processes and know-how. Deliverables and reports provided for your internal business use may be used by you during the term and any renewal, subject to payment of fees.

8. Third-party providers

Our services may rely on third-party providers, including payment, e-money, FX, compliance, communication and hosting providers. You authorise us to use such providers where reasonably needed. Each provider's separate terms may apply to your use of their systems or services.

9. Warranties

• We will provide services with reasonable skill and care.
• You warrant that data supplied is accurate, complete and lawfully obtained.
• Except as stated, all warranties are excluded to the fullest extent permitted by law.

10. Liability

Nothing limits liability for death or personal injury caused by negligence, fraud, or other liability that cannot be limited by law.

• Subject to the above, each party's total aggregate liability arising out of the Agreement is capped at the higher of (a) 100% of fees paid or payable in the 12 months before the claim, or (b) £10,000.
• Neither party is liable for indirect or consequential loss, loss of profits, revenue, goodwill or data.

11. Indemnity

You will indemnify us against claims, penalties or losses arising from inaccurate, incomplete or unlawful information provided by you, unauthorised payment instructions, or your failure to meet obligations that remain outside our scope.

12. Term, suspension & termination

• These Terms apply from the start of services and continue for the term stated in the Agreement, renewing as specified.
• Either party may terminate for material breach not remedied within 30 days of notice.
• We may suspend services for non-payment, security concerns or unlawful instructions.
• On termination, fees to date remain payable. We will provide reasonable cooperation to transition services (additional charges may apply).

13. Compliance

Each party will comply with applicable law, including anti-bribery, anti-slavery, tax evasion prevention, sanctions, anti-money laundering and fraud prevention requirements. You remain responsible for payment instructions and obligations unless expressly assumed by us in writing.

14. Non-solicitation

During the term and for 6 months after, neither party will solicit (other than via general advertising) the other's staff materially involved in the services without prior written consent.

15. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control (including outages of third-party platforms, strikes, government action, disasters), provided reasonable mitigation is used.

16. Notices

Formal notices must be in writing and sent to the addresses in the Agreement (or updated in writing). Email is acceptable if acknowledged by the recipient or sent to a designated notices address.

17. Governing law

These Terms and any non-contractual obligations are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.