1. GENERAL

1.1 Welcome to Volopay Ltd. (the “Company”, “Volopay”, “we”, “us” or “our”), whose website is located at www.volopay.com. These Platform Terms and Conditions (the “Terms”) govern your access to and use of the Volopay platform, account, products and services made available by us or through third-party service providers and financial institution partners (collectively, the “Services”).

1.2 The Services may include, without limitation, business accounts, payment and money movement functionality, expense management, corporate cards, virtual cards, physical cards, payment processing, reimbursements, bill payment, account and transaction management, and related software and support services, to the extent made available to you.

1.3 The Services may be provided or supported by banks, payment service providers, card issuers, card networks, payment processors, clearing networks, technology providers and other third-party service providers (collectively, “Service Providers”). Service Providers may have their own agreements, terms, disclosures, policies and requirements that apply to specific products or services.

1.4 The current version of these Terms will be made available through Volopay and/or on the Company’s official website. By accessing or using Volopay or any Services, you agree to be bound by these Terms and any applicable product-specific or Service Provider terms that you are required to accept.

1.5 Fees applicable to your use of Volopay and the Services are set out in applicable billing terms, order forms, pricing schedules or other commercial terms communicated to you (“Fees”). Except as expressly stated otherwise or required by applicable law, Fees are non-refundable.

2. ELIGIBILITY

2.1 You may use Volopay only if you are at least 18 years old and have legal capacity to enter into these Terms, or, where you are acting for a legal entity, you have full authority to bind that legal entity to these Terms.

2.2 By accessing or using Volopay, you represent and warrant that you satisfy the applicable eligibility requirements and have all necessary corporate, organizational and other approvals to accept and perform these Terms.

2.3 We may limit, refuse, suspend or terminate your access to Volopay or any Service where we reasonably determine that you do not satisfy applicable eligibility, onboarding, underwriting, compliance, security, risk or regulatory requirements.

3. ACCEPTANCE AND AMENDMENTS

3.1 By accessing or using Volopay, you acknowledge that you have read, understood and accepted these Terms as a legally binding agreement between you and the Company.

3.2 We may amend, restate, supplement or update these Terms and applicable Fees from time to time to reflect changes in our Services, business practices, industry standards, applicable law, regulatory requirements, Service Provider requirements or security and risk controls.

3.3 Unless a different effective date is required by applicable law or stated in the notice, amendments will become effective when published through Volopay, on our website, or otherwise communicated to you. Your continued use of Volopay or the affected Services after the effective date constitutes acceptance of the updated Terms.

3.4 Where applicable law requires advance notice or an affirmative acceptance of amended terms, we will provide the notice or obtain the acceptance required by law.

4. INFORMATION AND DATA SUBMITTED BY YOU

4.1 You are responsible for ensuring that all information, data, documents and materials submitted to us or through Volopay are complete, accurate, current and not false, misleading or deceptive.

4.2 You must promptly notify us if information previously provided becomes inaccurate, incomplete or outdated, including information concerning your business, ownership, beneficial owners, authorized users, representatives, bank accounts, tax information or other information relevant to the Services.

4.3 We may request additional information or supporting documentation at any time, including information relating to your business, ownership and control structure, beneficial owners, authorized users, source or intended use of funds, financial activity, transactions, counterparties, invoices, contracts, receipts, tax information and other information reasonably required for onboarding, underwriting, risk management, fraud prevention, compliance, regulatory or Service Provider requirements.

4.4 You authorize us and applicable Service Providers to obtain, verify and use information from public sources, identity verification providers, fraud and compliance providers, financial institutions, payment networks, credit reporting agencies and other third parties where permitted or required for the provision of the Services and compliance with applicable law.

5. ACCOUNT AND SUB-ACCOUNTS

5.1 You may apply for an Account through Volopay (through its licensed partners). Approval of an Account is at our discretion and may be subject to onboarding, KYB/KYC, underwriting, compliance, risk and Service Provider requirements.

5.2 Subject to our approval, you may establish sub-accounts or other account structures made available through Volopay (“Sub-Accounts”). The holder of the principal Account remains responsible for the compliance and activity of its Sub-Accounts and their users.

5.3 Accounts made available through Volopay are provided through Airwallex US, LLC and/or another applicable Airwallex entity or regulated financial institution/service provider designated for the relevant program. The underlying account, payment and related regulated services are provided by the applicable Airwallex entity and/or financial institution, and are subject to the applicable Airwallex and provider terms.

5.4 You may be required to register for and maintain an Airwallex business account and separately accept Airwallex’s applicable terms before an Account or related Service can be activated or used.

5.5 You authorize us to provide Airwallex and other applicable Service Providers with business and personal information reasonably required for onboarding, account opening, identity and business verification, transaction processing, account administration, compliance, fraud prevention, risk management and provision of the Services.

5.6 We may act on your instructions in relation to the routing, processing, settlement or administration of funds through the relevant Service, including by instructing Airwallex or another applicable Service Provider in accordance with your instructions and the applicable provider terms. Nothing in these Terms makes Volopay the bank, issuer, holder of funds or regulated financial institution responsible for an underlying regulated service provided by Airwallex or another Service Provider.

5.7 You may request Sub-Accounts or other account structures where made available through Volopay. Availability, currency, limits, eligibility, account status, balances, transaction processing and other account functionality may be subject to Airwallex requirements and the applicable program.

5.8 We may consolidate, combine, net or offset amounts shown in your Account or Sub-Accounts against amounts you owe to us, to the extent permitted by applicable law and the applicable commercial or provider terms.

6. ACCOUNT SECURITY AND AUTHORIZED USERS

6.1 You are responsible for maintaining the security and confidentiality of your Account credentials, authentication information, API credentials, cards, security codes and other access information, and for limiting access to authorized persons only.

6.2 You are responsible for all acts and omissions of your employees, officers, contractors, agents, administrators, cardholders and other authorized users, including transactions, payment instructions and other activity performed through your Account or Sub-Accounts, subject to applicable law and any mandatory protections that cannot lawfully be excluded.

6.3 You must immediately notify us if you know or suspect that an Account, credential, card, payment instrument or other security information has been compromised, lost, stolen, misused or accessed by an unauthorized person.

6.4 We may rely on instructions submitted through your Account or using authentication methods associated with your Account and may refuse, delay, suspend or investigate an instruction where we reasonably believe it is unauthorized, fraudulent, erroneous, unlawful, suspicious or inconsistent with applicable requirements.

6.5 Our records of transactions, instructions, communications and other activity processed through Volopay may be used as evidence of such activity, subject to applicable law.

7. AIRWALLEX SERVICES

7.1 Where Airwallex Services are made available through Volopay, Airwallex US, LLC and/or another applicable Airwallex entity or Service Provider may provide or support the relevant business account, payment, bill payment, payout, transfer, prepaid or debit card, or related Services, as applicable to the relevant program.

7.2 You may be required to register for and maintain an Airwallex business account in order to access applicable Services. The terms applicable to that account are separate from these Terms and are available at Airwallex Terms & Conditions:

https://www.airwallex.com/us/terms   

You may also be subject to Airwallex’s Acceptable Use Policy:

https://www.airwallex.com/en-us/terms/acceptable-use-policy  

Airwallex Volopay Terms:

https://www.airwallex.com/en-us/terms/volopay   

Additional product-specific terms, disclosures and cardholder terms may also apply.

7.3 You authorize Volopay to provide Airwallex with information required for account opening, card issuance, transaction processing, compliance and provision of the applicable Services. You acknowledge that Airwallex and its applicable financial institution or Service Provider partners may independently impose eligibility, underwriting, transaction, card, security and compliance requirements.

7.4 Disputes, chargebacks, unauthorized transactions and card-related claims involving Airwallex Services may be subject to the procedures and timelines established by Airwallex, the applicable card network and the applicable issuing institution. Further information regarding Airwallex card transaction disputes is available at the Airwallex Card Transaction Dispute Process: https://www.airwallex.com/docs/issuing/transactions/handle-transaction-disputes 

8. PLIANT SERVICES

8.1 Where Pliant Services are made available through Volopay, Pliant may provide or support corporate card management, payment services, expense management, bill payment, reimbursements and related platform functionality, as applicable to the program made available to you.

8.2 Pliant Services may be provided or supported by Pliant and its applicable affiliates, third-party service providers and/or financial institution partners, as applicable. The applicable Pliant entity and financial institution partner may vary by Service. Nothing in these Terms is intended to represent that Pliant itself is the issuer of every card or provider of every underlying financial service.

8.3 To use Pliant Services, you may be required to register for a Pliant program profile or platform access and separately accept Pliant’s applicable Platform Agreement, Payment Agreement, Payment Card Agreement, User Terms, Supplemental Terms and other applicable Pliant terms. Those terms govern the relevant Pliant product or service and the relationship with Pliant and/or the applicable financial institution partner.

8.4 Pliant Services may be provided or supported by financial institution partners, including partners that may act as issuers of Pliant Cards or providers of underlying payment or settlement services. Accordingly, the applicable Pliant and financial institution partner terms will govern the relevant card, payment and settlement arrangements.

8.5 Pliant may require information and documentation for business verification, beneficial ownership, identity verification, underwriting, credit assessment, fraud prevention, AML/sanctions compliance and other legal or regulatory purposes. You authorize Volopay and Pliant to exchange information reasonably required for these purposes.

8.6 Where Pliant provides Corporate Cards that are credit products, the applicable credit line, credit limit, underwriting decision, eligibility criteria, repayment terms, billing cycle, payment due dates, fees, collateral or other credit-related terms will be determined by Pliant and/or the applicable financial institution partner and may also be subject to Volopay’s program approval, risk controls and commercial terms. The applicable terms and conditions will be communicated or agreed with you at the time of application, approval or issuance, or otherwise in accordance with the applicable program terms.

8.6A You must comply with all applicable conditions relating to the Corporate Card and any credit facility, including credit limits, spending limits, repayment obligations, payment due dates and other requirements specified by Volopay, Pliant and/or the applicable financial institution partner.

8.6B Failure to make payments when due, exceeding an applicable credit or spending limit, or otherwise failing to comply with the applicable credit or program conditions may constitute a default, delinquency or other event of non-compliance. In such circumstances, Pliant, the applicable financial institution partner and/or Volopay may, subject to applicable law and the applicable program terms, restrict, suspend, reduce or withdraw the available credit or card functionality, require payment of outstanding amounts, or take such other actions as may be permitted under the applicable terms.

8.6C Pliant Corporate Cards may be physical or virtual and may be subject to card limits, available-funds or credit requirements, merchant and transaction restrictions, card-network rules, ATM availability, foreign-currency rules and other conditions specified by Pliant, Volopay and/or the applicable financial institution partner.

8.7 Pliant may suspend, restrict, decline, block, replace or terminate a card, payment or other Pliant Service where permitted or required by applicable law, card-network rules, fraud or security requirements, suspected unauthorized or suspicious activity, breach of applicable terms, insufficient funds or credit, or other applicable risk or compliance requirements.

8.8 Where Pliant provides payment or transfer functionality, including ACH, wire or other payment methods, you are solely responsible for the accuracy of payment instructions, beneficiary information, invoices, payment amounts and approvals submitted through the Services. Certain payment methods, including wire transfers, may be final or difficult to reverse once processed.

8.9 Pliant may provide additional terms, fee schedules, disclosures or notices for specific products or Services. Where you are required to accept such terms, those terms will apply to the relevant Pliant Service in addition to these Terms.

9. INVESTIGATIONS, RISK CONTROLS AND SUSPENSION

9.1 We may investigate an Account, Sub-Account, transaction, payment instruction, card or other activity where we reasonably suspect a breach of these Terms, fraud, unauthorized activity, illegal or prohibited activity, security risk, sanctions or AML concerns, inaccurate or incomplete information, a violation of applicable law, a Service Provider requirement, or any circumstance that could compromise the security, integrity or provision of the Services.

9.2 We may, without liability to you to the extent permitted by applicable law, delay, reject, reverse, restrict or suspend transactions, payment instructions, cards, Accounts, Sub-Accounts or Services while an investigation is conducted or where required or permitted by law, a regulator, a financial institution, a payment network or a Service Provider.

9.3 We may request additional information, documents or explanations from you in connection with an investigation. You agree to cooperate promptly and provide complete and accurate information.

9.4 Where permitted by applicable law, we may take action before notifying you if advance notice could increase fraud, security, financial, regulatory or legal risk, or where immediate action is required by a regulator, financial institution, payment network or Service Provider.

9.5 We may also suspend, restrict, delay, decline or terminate any Service where Airwallex, Pliant, an issuing bank, financial institution, card network, regulator or other Service Provider requests, requires or determines that such action is necessary or appropriate for legal, regulatory, licensing, AML, sanctions, fraud, security, underwriting, credit, risk or other compliance reasons, or where the relevant Service Provider is unable or unwilling to continue providing the relevant Service.

9.5A Volopay may suspend, restrict, delay, decline or refuse access to any part of the Services where it reasonably believes that you are using the Services for unauthorised resale, redistribution, white-label, embedded finance or other unauthorised third-party use, or otherwise in breach of Section 11.5.

9.6 You acknowledge that Service Provider decisions may be based on confidential regulatory, compliance, fraud, security, underwriting or risk considerations that cannot always be disclosed to you. Previous approval, use or acceptance of an Account, card, transaction or Service does not create an obligation to continue providing it.

9.7 Where an action is taken at the request, direction or determination of a Service Provider or competent authority, Volopay will not be responsible for the underlying provider determination and, subject to applicable law, will not be liable solely because the relevant Service was suspended, restricted, delayed, declined or terminated.

10. FEES AND PAYMENT TERMS

10.1 You agree to pay all Fees applicable to your use of Volopay and the Services. Fees may include subscription, transaction, card, payment, foreign exchange, account, implementation, support, chargeback, returned-payment, expedited-service and other applicable fees disclosed to you.

10.2 Fees may be charged or debited using the payment method available / discussed, from an applicable Account or according to the billing arrangements agreed with you. You remain responsible for all amounts due, including amounts resulting from activity by your authorized users.

10.3 Unless otherwise agreed in writing or required by applicable law, Fees are non-refundable. Third-party fees, network fees, bank fees, card fees, foreign exchange costs, taxes and similar charges imposed by Service Providers or financial institutions may be passed through to you where disclosed or permitted under the applicable commercial terms.

10.4 We may change Fees prospectively by providing notice in accordance with these Terms or the applicable commercial agreement. Product-specific Service Provider fees may be changed by the applicable Service Provider in accordance with its own terms.

10.5 If amounts remain unpaid, we may restrict or suspend access to affected Services, Accounts, cards or payment functionality, subject to applicable law and any contractual notice requirements.

10A. INTERNET ACCESS AND TELECOMMUNICATIONS

10A.1 The Terms, Volopay and the Platform Materials do not include the provision of internet access, mobile data connectivity, telecommunications services or other connectivity services by the Company.

10A.2 Any internet access, telecommunications or connectivity services required to access or use Volopay, including mobile data or network services, are your sole responsibility and must be obtained separately at your own cost.

10A.3 We are not responsible for any interruption, delay, unavailability, charges, limitations or failures attributable to your internet service provider, mobile carrier, telecommunications provider, device, local network or other connectivity service.

11. RESTRICTED AND PROHIBITED ACTIVITIES

11.1 You must not use Volopay or any Service to engage in or facilitate fraud, money laundering, terrorist financing, sanctions violations, unlawful gambling, prohibited financial activity, illegal goods or services, counterfeit or infringing goods, deceptive practices, unauthorized transactions, or any activity prohibited by applicable law, card-network rules, financial institution requirements or Service Provider policies.

11.2 You must not use Volopay to transmit malware or other malicious code, interfere with the Platform, circumvent security controls, impersonate another person or entity, misrepresent your affiliation, or attempt to gain unauthorized access to any system or account.

11.3 You must comply with all applicable federal, state and local laws and regulations, including applicable sanctions, AML, anti-bribery, tax, consumer-protection, privacy, payment-network and financial-services requirements relevant to your use of the Services.

11.4 Where Pliant Services are made available through Volopay, additional restrictions may apply under Pliant’s Acceptable Use Policy and other applicable provider terms. The Pliant Acceptable Use Policy is available at but not limited to: https://documents.getpliant.com/ACCEPTABLE_USE_POLICY.pdf 

11.5 Resale, Redistribution and Unauthorised Commercial Use

You may not resell, redistribute, sublicense, commercially exploit or otherwise make available any part of the Services to any third party without Volopay's prior written approval.

Without limiting the above, you must not:

(a) offer or provide Volopay's Platform, Accounts, Corporate Cards, payment capabilities or other Services to your own customers, clients, vendors or other third parties as a standalone or bundled service;

(b) onboard or attempt to onboard your customers, clients or other third parties under your Account, business profile or customer relationship with Volopay;

(c) issue, distribute, market, promote or arrange access to Volopay Corporate Cards or other payment products for persons or entities that have not been approved by Volopay;

(d) package, bundle or combine the Services with your own products or services and offer the resulting product or service to third parties without Volopay's prior written approval;

(e) represent or imply that you are an authorised reseller, distributor, issuer, agent, partner or representative of Volopay except to the extent expressly authorised by Volopay in writing; or

(f) use the Services as underlying infrastructure, a white-label, embedded finance or "powered by" solution for your own customers or third parties without Volopay's prior written approval.

Volopay may, at its discretion, permit such arrangements, including reseller, referral, white-label, embedded or other partnership arrangements, subject to prior written approval, applicable commercial terms, onboarding and compliance requirements and any additional contractual documentation required by Volopay.

12. UNDERLYING COMMERCIAL TRANSACTIONS AND TAXES

12.1 Volopay is not a party to and does not control the underlying commercial transaction between you and any merchant, supplier, customer, beneficiary, platform or other counterparty. You are solely responsible for the products and services you buy or sell and for the performance of your obligations to such counterparties.

12.2 Volopay is not responsible for the quality, legality, authenticity, safety, delivery, availability, refund, cancellation or performance of any underlying product or service, or for any dispute between you and a merchant, supplier, customer, beneficiary or other counterparty.

12.3 You are solely responsible for determining and reporting all applicable taxes, duties, customs obligations, foreign exchange or currency-control obligations and other governmental reporting requirements arising from your use of the Services. We may request evidence of compliance where reasonably necessary.

13. PLATFORM, INTELLECTUAL PROPERTY AND COMMUNICATIONS

13.1 Volopay and all content, software, graphics, interfaces, workflows, documentation and other materials made available through the Platform, excluding your data, are owned by or licensed to the Company (“Platform Materials”).

13.2 Subject to these Terms, we grant you a limited, non-exclusive, non-transferable and revocable right to access and use Volopay solely for your internal business purposes. You may not copy, modify, reverse engineer, distribute, sell, sublicense, exploit or create derivative works from the Platform or Platform Materials except as expressly permitted by applicable law.

13.3 Communications may be delivered electronically through Volopay, email, SMS or other electronic means to the contact information associated with your Account. You are responsible for maintaining current contact information and ensuring that required communications are not blocked.

13.4 To the extent permitted by applicable law, records maintained by us or applicable Service Providers relating to your Account, transactions, instructions and communications may be relied upon as evidence of the relevant activity.

14. THIRD-PARTY SERVICES

14.1 The Services may depend on third-party systems, including banks, financial institutions, card issuers, card networks, payment processors, clearing networks, identity and fraud providers, technology providers and other Service Providers.

14.2 Except where expressly agreed otherwise, the Company is not responsible for the independent services, systems, products, policies or failures of a Service Provider, including any delay, rejection, suspension, outage, processing error, card-network decision, bank action or regulatory action outside the Company’s reasonable control.

14.3 Your use of a Service Provider’s services may create a separate contractual relationship between you and that Service Provider. You agree to comply with the applicable Service Provider terms and acknowledge that those terms may contain additional liability limitations, dispute-resolution provisions, card rules, fees, disclosures and compliance requirements.

14.4 Nothing in these Terms creates a direct contractual relationship between you and any Service Provider except to the extent expressly established by the applicable Service Provider terms.

15. DISCLAIMERS

15.1 Volopay and the Services are provided on an “as is” and “as available” basis to the fullest extent permitted by applicable law.

15.2 Except as expressly provided in these Terms, the Company disclaims all warranties, representations and conditions, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, accuracy, reliability and security.

15.3 We do not warrant that Volopay or any Service will be uninterrupted, error-free, secure, available at all times, compatible with every system or free from delays, outages or defects. We do not guarantee that any transaction, payment, card authorization, transfer, reimbursement or other instruction will be approved, completed or settled within a particular time.

15.4 Nothing in these Terms excludes or limits any warranty, representation, right or remedy that cannot lawfully be excluded or limited under applicable law.

16. LIMITATION OF LIABILITY

16.1 To the fullest extent permitted by applicable law, the Company and its affiliates, officers, directors, employees, agents and Service Providers will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, business, goodwill, anticipated savings, opportunity, data or use, or for the cost of substitute services, arising out of or relating to these Terms, Volopay or the Services, regardless of the legal theory of liability and even if advised of the possibility of such damages.

16.2 Without limiting Section 16.1, the Company will not be liable for losses arising from: (a) inaccurate, incomplete or unauthorized payment instructions or Account information; (b) actions or omissions of banks, financial institutions, card issuers, card networks, payment processors or other Service Providers; (c) underlying commercial transactions between you and third parties; (d) delays or failures caused by applicable law, regulators, payment networks or Service Providers; (e) your breach of these Terms; (f) fraud, negligence, misuse or failure to safeguard credentials or payment instruments by you or your authorized users; or (g) force majeure events.

16.3 Subject to applicable law, the maximum aggregate liability of the Company arising out of or relating to these Terms or the Services for any single event will not exceed five percent (5%) of the Fees actually paid by you to the Company during the twelve (12) months immediately preceding the event giving rise to the claim, and the aggregate maximum liability for all events will not exceed one hundred percent (100%) of the Fees actually paid by you to the Company during that twelve (12)-month period.

16.4 The limitations in this Section do not apply to the extent that liability cannot lawfully be limited or excluded under applicable law. Nothing in these Terms limits liability for fraud or intentional misconduct to the extent such limitation is prohibited by applicable law.

17. FRAUDULENT AND UNAUTHORIZED TRANSACTIONS

17.1 You are responsible for transactions initiated through your Account, by your authorized users or using your payment instruments, except to the extent applicable law or the applicable Service Provider terms allocate responsibility otherwise.

17.2 You must promptly notify Volopay and the relevant Service Provider, where applicable, if you become aware of any unauthorized, fraudulent or suspicious transaction or any compromise, loss or theft of an Account, card, payment instrument or security credential.

17.3 Following notice of suspected fraud or unauthorized activity, we may investigate, block or suspend the relevant Account, card or payment instrument, restrict further activity, request supporting documentation, and reverse or block transactions where permitted by law and applicable network or provider rules.

17.4 To the extent permitted by applicable law, you may be responsible for losses resulting from your negligence, misuse, failure to safeguard credentials or payment instruments, sharing of authentication information, or failure to promptly notify us of suspected unauthorized activity.

17.5 Where you report a transaction as fraudulent, unauthorized, disputed or otherwise invalid, we will, where applicable, assist with raising or coordinating the matter with the relevant Service Provider, issuing institution, card network, merchant or other relevant party.

17.6 You acknowledge that Volopay does not control the outcome, timing or amount of any investigation, reversal, refund or chargeback conducted by Airwallex, Pliant, an issuing bank, card network, merchant or other Service Provider. Any recovery or credit is subject to the applicable provider and network rules, eligibility requirements, evidence, time limits and determinations.

17.7 Except as required by applicable law or expressly agreed in writing, Volopay is not required to reimburse or make good the full amount of a transaction merely because you have reported it as fraudulent, unauthorized or disputed. Where an amount is recovered or credited by the relevant provider, the amount actually received or credited, less applicable fees, adjustments, currency conversion differences or other permitted amounts, may be passed through or credited in accordance with the applicable process.

17.8 You must promptly provide all information, documents and cooperation reasonably requested in connection with any fraud, unauthorized transaction, refund, reversal or chargeback investigation. Failure to cooperate may affect the ability to investigate or recover amounts.

18. INDEMNIFICATION

18.1 You agree to indemnify, defend and hold harmless the Company, its affiliates, officers, directors, employees and agents, and, where applicable, relevant Service Providers, from and against claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your Account or use of Volopay; (b) your use of the Services; (c) your breach of these Terms or applicable law; (d) fraudulent, negligent, unauthorized or unlawful acts or omissions by you or your authorized users; (e) disputes or claims concerning underlying products, services or commercial transactions; or (f) amounts owed by you to any third party arising from your use of the Services.

18.2 This indemnity does not apply to the extent a claim, loss or liability is directly caused by the fraud or willful misconduct of the party seeking indemnification, to the extent prohibited by applicable law.

19. FORCE MAJEURE

19.1 Neither party will be liable for delay or failure to perform an obligation to the extent caused by events beyond its reasonable control, including natural disasters, acts of war or terrorism, civil unrest, government action, regulatory action, labor disruptions, cyber incidents, telecommunications or internet failures, banking-system failures, payment-network failures, Service Provider outages or other events that make performance commercially impracticable.

19.2 This Section does not excuse payment obligations that have already accrued or obligations that cannot lawfully be suspended.

20. TERMINATION AND ACCOUNT CLOSURE

20.1 You may stop using Volopay and request closure of your Account by providing notice in accordance with the applicable commercial terms. You remain responsible for all accrued Fees, transactions, obligations, chargebacks, disputes and other amounts arising before or after closure to the extent attributable to activity during the term.

20.2 We may suspend, restrict or terminate your Account, Sub-Account or access to any Service immediately where reasonably necessary due to: (a) breach of these Terms; (b) fraud, unauthorized or illegal activity; (c) inaccurate or misleading information; (d) non-payment; (e) legal, regulatory, sanctions, AML, security or fraud requirements; (f) requirements of a bank, financial institution, card issuer, card network or Service Provider; (g) prolonged inactivity; or (h) circumstances that materially increase legal, regulatory, financial, security or operational risk.

20.3 Where reasonably practicable and permitted by law, we may provide notice before suspension or termination. We may act without advance notice where immediate action is required or permitted by law, a regulator, a financial institution, a card network or a Service Provider.

20.4 Termination or suspension does not affect rights, obligations, Fees, indemnities, liability limitations, confidentiality obligations or other provisions intended to survive termination.

21. INACTIVITY

21.1 Where an Account or Sub-Account is not accessed or used for a continuous period of six (6) months, we may classify it as inactive and may suspend, restrict or close it after any notice required by applicable law or our applicable procedures.

21.2 Reactivation may be subject to updated verification, information or documentation and any applicable fees. Any remaining balance or value will be handled in accordance with applicable law, the applicable Service Provider terms and our procedures.

21.3 Product-specific inactivity rules imposed by Airwallex, Pliant, an issuing bank or another Service Provider may apply separately to the relevant product.

22. CONFIDENTIALITY AND AUDIT RIGHTS

22.1 Each party will use reasonable measures to protect non-public confidential information received from the other party and will use such information only for purposes related to the business relationship, except where disclosure is required by law, regulation, court order, regulator or a competent authority, or to professional advisers, affiliates and Service Providers subject to appropriate confidentiality obligations.

22.2 We may review and audit your use of Volopay and the Services, including transactions, payment activity, Account activity, usage patterns and supporting records, for compliance, risk management, fraud prevention, security, legal, regulatory and Service Provider requirements.

22.3 With reasonable notice where practicable, we may request information or documents including invoices, purchase orders, contracts, receipts, transaction records, payment purposes, beneficiary or merchant information, supplier or customer details, source and intended use of funds, corporate and ownership information, financial information and any other information reasonably required to assess compliance or investigate suspicious, fraudulent, unusual or prohibited activity.

22.4 You agree to provide requested information within a reasonable period and to cooperate with reasonable investigations. Where we identify material risk, suspicious or prohibited activity, we may take action under Section 9, including restricting, suspending or terminating relevant Services.

22.5 Confidentiality obligations survive termination for so long as the relevant information remains confidential, except where a longer period is required by applicable law or a separate written agreement.

23. NOTICES

23.1 We may provide notices and communications electronically through Volopay, email, SMS or other electronic means to the contact details associated with your Account. Electronic notices will have the same effect as written notices to the extent permitted by applicable law.

23.2 You must keep your contact information current and must promptly notify us of any change that could affect our ability to communicate with you.

23.3 Notices from you to the Company must be sent through the support or contact channels made available through Volopay or to any legal notice address separately provided by the Company.

24. ASSIGNMENT

24.1 The Company may assign, transfer or otherwise dispose of any of its rights or obligations under these Terms, including in connection with a merger, reorganization, financing, sale of assets or change of control, without your consent where permitted by law.

24.2 You may not assign or transfer your rights or obligations under these Terms without our prior written consent, except where applicable law expressly permits such transfer.

25. SEVERABILITY AND WAIVER

25.1 If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in full force and effect.

25.2 No failure or delay by the Company in exercising any right or remedy will constitute a waiver. Any waiver must be in writing and will apply only to the specific instance for which it is given.

26. THIRD-PARTY RIGHTS

26.1 Except as expressly provided in these Terms, no person or entity that is not a party to these Terms will have any right to enforce any provision of these Terms. Notwithstanding the foregoing, the Company’s affiliates, officers, directors, employees, agents and applicable Service Providers may rely on and enforce the applicable liability limitations, exclusions, indemnities and protections expressly granted to them under these Terms, to the extent permitted by applicable law.

27. PROMOTIONAL ACTIVITIES

27.1 Unless you have opted out in writing or a separate agreement provides otherwise, you grant the Company a limited, non-exclusive, royalty-free right during the term of the relationship to identify your company as a Volopay customer and use your company name and logo in customer lists and general business materials, provided that the Company will not make false or misleading statements about the relationship.

27.2 You may revoke this permission by written notice. Revocation will not require the Company to recall or modify materials already published or distributed before receipt of the revocation, but the Company will use reasonable efforts to discontinue new uses after receiving the notice.

28. GOVERNING LAW AND DISPUTE RESOLUTION

28.1 These Terms and any dispute arising out of or relating to these Terms or Volopay will be governed by the laws of the State of California, without regard to conflict-of-law rules, except to the extent applicable federal law or mandatory law requires otherwise.

28.2 Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute through discussions between authorized representatives. If the dispute is not resolved within thirty (30) days after written notice of the dispute, either party may pursue available remedies.

28.3 Nothing in this Section affects the separate dispute-resolution provisions contained in the applicable Airwallex or Pliant terms governing a Business Account, card, payment service or other Service Provider product. To the extent a dispute is solely between you and a Service Provider and arises under that Service Provider’s agreement, the dispute will be governed by the dispute-resolution provisions of that agreement.

28.3A Nothing in these Terms is intended to waive, restrict or limit any right, protection, claim or remedy that cannot lawfully be waived under applicable U.S. federal or state law. Where mandatory law gives a party the right to bring a claim before a court, regulator, governmental authority or other forum, that right will apply to the extent required by law.

28.4 Nothing in these Terms prevents the Company from seeking temporary, preliminary or injunctive relief in any court of competent jurisdiction where necessary to protect its intellectual property, confidential information, security, Accounts, Services or other legitimate interests.

29. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

29.1 These Terms, together with applicable Fees, order forms, product-specific terms and any terms expressly incorporated by reference, constitute the agreement between you and the Company concerning Volopay and supersede prior understandings concerning the same subject matter.

29.2 Where a conflict exists between these Terms and a separate written commercial agreement signed by you and the Company, the signed commercial agreement will control to the extent of the conflict.

29.3 Where a Service Provider’s terms apply specifically to a Service Provider product, the Service Provider terms will govern that specific product or relationship to the extent of any conflict, including matters concerning issuance, custody, settlement, card use, payment processing, chargebacks, provider fees, provider liability and provider dispute resolution.

29.4 These Terms do not replace or amend the terms of Airwallex, Pliant, an issuing bank, card network or other Service Provider. You remain responsible for accepting and complying with the applicable provider terms required for the Services you use.

30. SMS MESSAGING TERMS

30.1 Volopay may offer SMS messaging as an optional authentication or account-security method. By selecting SMS-based authentication, you consent to receive automated transactional text messages at the mobile number associated with your Account, including one-time passwords, verification codes, login authentication messages and account-security alerts.

30.2 Message frequency may vary based on account activity and authentication attempts. Message and data rates may apply. Message delivery is subject to your mobile carrier and network availability, and Volopay is not responsible for delays or failures caused by carriers or telecommunications networks.

30.3 You may opt out of SMS authentication where an alternative authentication method is available by following the instructions in the Platform or responding STOP where supported. If you opt out, you may be required to use another authentication method.

30.4 For SMS assistance, you may contact Volopay through the support channels made available through the Platform or at us.support@volopay.co.

30.5 SMS authentication consent is not an authorization for Volopay to use your mobile number for marketing communications. Marketing communications, if any, are subject to applicable consent and privacy requirements.

31. CONTACT AND GRIEVANCES

31.1 Questions, support requests and complaints concerning Volopay should first be raised through the support channels made available in the Volopay Platform, including website chat/helpdesk where available, or by contacting Volopay at us.support@volopay.co. Our website is https://www.volopay.com/. We will, where appropriate, coordinate with the relevant Service Provider to investigate and address issues relating to a Service provided through Volopay.

31.2 Where a complaint concerns an Airwallex, Pliant, issuing-bank, card-network or other Service Provider product, you may also be required to follow the applicable provider’s support, dispute or grievance process and timelines. For Airwallex Services, applicable information may be found at Airwallex US Licenses & Disclosures and the Airwallex Complaint Process.

31.3 Airwallex complaint and regulatory information:

Airwallex US Licenses & Disclosures: https://www.airwallex.com/en-us/state-licenses 

Airwallex Complaint Process: https://help.airwallex.com/hc/en-gb/articles/4593797321743-Making-a-Complaint?utm_source=chatgpt.com 

31.4 Pliant support: For complaints, support requests or issues relating specifically to Pliant Services, you may also be required to use Pliant’s applicable support and complaint channels. Pliant’s US support information is available at: https://www.getpliant.com/en-us/support-request

31.5 Nothing in this Section limits any complaint, dispute, reporting, regulatory or other right or remedy that cannot lawfully be excluded or restricted. Where a matter is subject to mandatory procedures, protections or timelines under applicable U.S. federal or state law or the applicable Service Provider terms, those requirements will apply. 

APPENDIX A – SERVICE PROVIDER TERMS

A.1 Airwallex

Where Airwallex Services are made available through Volopay, you may be required to accept Airwallex's applicable account, product, cardholder and other provider terms.

Airwallex Terms & Conditions: https://www.airwallex.com/us/terms 

Airwallex US Licenses & Disclosures: https://www.airwallex.com/en-us/state-licenses 

Airwallex Complaint Process: https://help.airwallex.com/hc/en-gb/articles/4593797321743-Making-a-Complaint 

Airwallex Card Transaction Dispute Process: https://www.airwallex.com/docs/issuing/transactions/handle-transaction-disputes 

Airwallex Acceptable Use Policy:

https://www.airwallex.com/en-us/terms/acceptable-use-policy 

Airwallex Volopay Terms:

https://www.airwallex.com/en-us/terms/volopay 

Additional product-specific terms, disclosures, cardholder terms and financial institution terms may apply depending on the Airwallex Services made available to you.

A.2 Pliant

Where Pliant Services are made available through Volopay, you may be required to accept Pliant's applicable Platform Agreement, Payment Agreement, Payment Card Agreement, User Terms, Supplemental Terms and other applicable Pliant or financial institution partner terms.

These terms are separate from these Volopay Terms and govern the relevant Pliant product or service.

Pliant Acceptable Use Policy: https://documents.getpliant.com/ACCEPTABLE_USE_POLICY.pdf 

Pliant Contact & Support: https://www.getpliant.com/en-us/support-request 

Additional Pliant product, card, payment, financial institution partner, fee and other terms may apply depending on the Pliant Services made available to you.

A.3 Provider terms may be updated by the applicable provider from time to time. You are responsible for reviewing and complying with the terms applicable to the products and Services you use.