These Terms of Service (the "Terms") are a binding agreement between Pay One LLC, a Wyoming limited liability company with its registered office at 30 N Gould St, Sheridan, WY 82801, United States ("Pay One", "we", "us", "our"), and the business that registers for or uses our services ("Merchant", "you", "your"). By submitting an application, signing an order form, or using any part of the Services, you accept these Terms. If you do not agree, do not use the Services.
Pay One operates a payment gateway and payment processing service for online merchants. The Services include: (a) the Pay One gateway, checkout components, tokenization vault and API; (b) acquiring and processing of card and alternative payment transactions through our own acquirer and bank connections; (c) transaction routing and cascading; (d) fraud screening, 3-D Secure authentication and risk monitoring; (e) dispute and chargeback management; (f) the Pay One dashboard, reporting and settlement statements; and (g) any related support, documentation and add-on modules we make available (together, the "Services").
These Terms are supplemented by your Merchant Application, any Order Form or Pricing Schedule we countersign, our Acceptable Use Policy, our Privacy Policy and our Data Processing Agreement (together, the "Agreement"). If documents conflict, the Order Form prevails over these Terms, and these Terms prevail over all policies.
The Services are available only to businesses. You represent that you are a duly organised legal entity or a sole trader acting in the course of business, that the individual accepting these Terms is at least 18 years old and authorised to bind you, and that you are not located in, organised in, or ordinarily resident in a country subject to comprehensive sanctions by the United States, the European Union or the United Nations.
Before activating an account we perform know-your-business (KYB), know-your-customer (KYC), sanctions and credit checks as required by law, by our acquiring banks and by the card networks. You must provide accurate, complete and current information about your business, its beneficial owners, its products, its websites and its processing history, and you must update that information within 10 business days of any change. We may request additional documents at any time and may decline, limit or condition an application at our sole discretion without stating reasons.
Our Services are designed for merchants processing at least $50,000 per month. We may accept lower volumes on a case-by-case basis.
You are responsible for all activity under your account, including activity by your staff, contractors and integrations. Keep API keys and dashboard credentials confidential, enforce multi-factor authentication for every user, and revoke access for people who leave your organisation. Notify us immediately at security@pay-one.io if you suspect unauthorised access. We are not liable for losses caused by compromised credentials that you failed to protect.
4.1 Gateway and processing. We will accept, authorise, capture and settle payment transactions submitted through the gateway in accordance with the Agreement and the applicable network rules. Where we act as the acquirer or the merchant of record's processor under our own acquiring agreements, we are your contracting party for processing; where a transaction is processed through a partner acquirer, we will tell you and that acquirer's terms may also apply.
4.2 Routing and cascading. Our routing engine selects the acquiring path for each transaction based on rules you configure and on signals we observe (BIN, issuer, geography, card type, merchant account health, historic approval). A declined authorisation may be retried on an alternative path within the same session. Retries are performed within the limits set by the card networks; we do not guarantee that any specific transaction will be approved.
4.3 Performance figures. Approval rates, uplift percentages, response times and other figures published on our website or communicated during sales are illustrative, based on aggregated historic data, and do not constitute a guarantee for your account.
4.4 Changes. We may modify, add or retire features of the Services. We will give at least 30 days' notice of changes that materially reduce functionality you rely on, except where a change is required by law, by a card network or to address a security risk.
4.5 Availability. We target 99.9% monthly availability of the gateway API, excluding scheduled maintenance announced at least 48 hours in advance. Service credits, if any, are set out in your Order Form.
You may use the Services only for the business, websites and products disclosed to us and approved in writing. You must not, and must not allow anyone to:
Breach of this section is a material breach of the Agreement and may result in immediate suspension, termination, fines passed through from the card networks and reporting to network terminated-merchant databases where the rules require it.
You agree to pay the fees set out in your Pricing Schedule. Unless the Pricing Schedule says otherwise, our fee is a single blended percentage of gross processed volume that includes gateway, processing, risk and dispute management, and that steps down when your trailing-30-day volume exceeds the thresholds published on our pricing page. Add-on modules and optional payment methods are priced separately.
Fees are deducted from settlement before payout. Where settlement is insufficient, we will invoice you and payment is due within 14 days. Fees are exclusive of sales tax, VAT and other taxes, which you are responsible for. Pass-through costs (card network fines, non-compliance assessments, chargeback fees and currency conversion costs) are charged at cost plus any handling fee stated in the Pricing Schedule. We may change fees on 30 days' written notice; if you do not accept a change you may terminate before it takes effect.
7.1 Settlement. We settle captured funds, net of fees, refunds, chargebacks and adjustments, to the bank account you designate on the schedule stated in your Order Form (standard: two business days after capture, "T+2"). Settlement is subject to receipt of funds from the card networks and to any hold under this section. You must keep your bank details current; we are not liable for payments sent to an account you designated.
7.2 Reserves. We do not apply a rolling reserve to accounts that stay within the risk parameters agreed at onboarding. We may establish, increase or extend a reserve (fixed, rolling or upfront) where your chargeback ratio, refund ratio, fraud ratio or dispute count exceeds agreed thresholds; where your business model, product mix or processing pattern changes materially; where a card network, acquiring bank or regulator requires it; or where we reasonably believe your business presents a heightened risk of loss. We will notify you of the reasons and the amount. Reserves are held for up to 180 days after termination or the last transaction, whichever is later, and are released once the exposure period has passed.
7.3 Holds and delays. We may delay settlement of specific transactions or of your account for up to [30] days where we investigate suspected fraud, a legal order, a network inquiry or a breach of these Terms.
7.4 Set-off and recovery. You authorise us to set off any amount you owe under the Agreement against funds we hold for you and to debit your designated bank account for any negative balance. You will pay any negative balance not recovered within 7 days of notice.
You are financially responsible for every chargeback, refund, reversal and associated fee on your account, regardless of whether the underlying transaction was authenticated or authorised. Where a customer disputes a transaction, we will notify you through the dashboard, may intercept pre-chargeback alerts and resolve them by refund where that protects your account, and will assemble and submit representment evidence on your behalf using order, delivery, customer-communication and authentication data you make available to us. You must respond to evidence requests within the deadline shown in the dashboard; missing a deadline forfeits the dispute. We do not guarantee the outcome of any dispute.
You must maintain a clear refund and cancellation policy, disclose it before purchase, honour it, and issue refunds through the Services to the original payment method. Cash or alternative-method refunds of card transactions are prohibited.
If your chargeback ratio approaches or exceeds the thresholds set by Visa, Mastercard or another network for excessive-chargeback programmes, we may require a remediation plan, apply a reserve, restrict volume or terminate, and you will bear any programme fees or fines assessed.
You agree to comply with the operating rules and regulations of Visa, Mastercard, American Express, and every other card network and alternative payment method scheme through which you accept payments (the "Network Rules"), as amended from time to time, to the extent applicable to merchants. The Network Rules take precedence over any conflicting term of the Agreement. You acknowledge that the networks are third-party beneficiaries of your compliance obligations and may enforce them directly. You must display network marks only as the Network Rules permit, must not surcharge or impose minimums where prohibited, must not discriminate against a card brand, and must include the descriptor we assign on customer statements. You are responsible for compliance with consumer protection, distance-selling, tax and product-safety law in every country where you sell.
Cardholder data submitted through the Services is tokenized and stored in our PCI DSS Level 1 certified vault. You must not store, log or transmit full card numbers, CVV codes or magnetic-stripe data outside the Services, and you must use our hosted fields, SDKs or a certified integration so that card data never touches your servers unless you are separately PCI DSS certified and we have approved that integration in writing. You are responsible for the security of your own systems, websites and integrations, for keeping them free of malware, and for validating your compliance with PCI DSS (at minimum an annual Self-Assessment Questionnaire A or A-EP) on request.
Tokens created for your account are portable: on termination in good standing, we will transfer stored payment credentials to another PCI DSS certified provider you nominate, subject to a reasonable migration fee and to the cardholder's consent where the law requires it.
Personal data we process on your behalf is governed by our Data Processing Agreement; personal data we process as a controller (including KYB/KYC data, fraud signals and dispute records) is governed by our Privacy Policy. You must have a lawful basis and a compliant privacy notice for every disclosure of your customers' data to us.
You are solely responsible for your products, prices, descriptions, marketing, fulfilment, customer service and the accuracy of everything you present to customers. The contract of sale is between you and your customer; we are not a party to it and are not responsible for the quality, delivery or legality of what you sell. You will fulfil orders within the timeframe you disclosed, respond to customer inquiries within a reasonable time and keep your business contact details visible on your website.
Pay One and its licensors own all rights in the Services, including software, APIs, dashboards, documentation, routing logic, trademarks and any improvements or feedback-derived enhancements. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services for the term of the Agreement for your own business. You own your content, customer data and transaction data; you grant us a licence to host, process, analyse and display it as needed to provide, secure and improve the Services and to comply with law, and to use it in aggregated and de-identified form. Pay One retains all rights in any documentation, integration code or materials made available to you.
Each party will keep the other's non-public information confidential, use it only to perform the Agreement, and protect it with at least reasonable care, for the term of the Agreement and for three years afterwards (indefinitely for trade secrets and cardholder data). Your Pricing Schedule and our routing configuration are Pay One confidential information. Disclosure is permitted where required by law, a court, a regulator or a card network, with prior notice where lawful.
The Agreement starts when we approve your application and continues until terminated. Either party may terminate for convenience on 30 days' written notice. We may suspend the Services or terminate immediately if you breach Section 5 or 9, if a card network, acquiring bank or regulator requires it, if we are unable to complete or refresh KYB/KYC checks, if you become insolvent, if your chargeback or fraud ratios exceed network thresholds, or if we reasonably believe continued service exposes us or the networks to material loss or reputational harm. Suspension does not relieve you of fees.
On termination: your access ends; we settle remaining funds after the reserve period in Section 7.2; you remain liable for chargebacks, refunds, fines and fees relating to transactions processed before termination; and Sections 6, 7, 8, 10, 12, 13, 15, 16, 17, 18 and 20 survive.
We warrant that we will provide the Services with reasonable skill and care and in compliance with applicable law and the Network Rules. Except as expressly stated in the Agreement, the Services are provided "as is" and "as available", and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, that any transaction will be approved, that any dispute will be won, or that any approval-rate, uplift or recovery figure will be achieved for your account.
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, goodwill or data, however caused. Our aggregate liability arising out of or relating to the Agreement in any 12-month period is limited to the fees you paid us for the Services in the 12 months preceding the event giving rise to the claim. These limits do not apply to your payment obligations, to either party's indemnification obligations, to liability for fraud or wilful misconduct, or to liability that cannot be limited by law.
You will defend, indemnify and hold harmless Pay One, its affiliates, acquiring partners, and their officers, directors, employees and agents from any claim, loss, fine, assessment, penalty or expense (including reasonable legal fees) arising from: your products or services; your breach of the Agreement or the Network Rules; your violation of law; chargebacks, refunds and reversals; any claim by your customer; or your infringement of third-party rights. We will defend and indemnify you against third-party claims that the Services, as provided by us, infringe a patent, copyright or trademark, excluding claims arising from your content, your integrations or your combination of the Services with other products.
The Agreement is governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Before starting proceedings, the parties will attempt in good faith to resolve any dispute through executive-level discussion for at least 30 days. Any dispute not so resolved will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Sheridan, Wyoming, in English, before a single arbitrator. Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information. Where mandatory law in your country of establishment grants you rights that cannot be waived, nothing in this section removes them.
We may update these Terms. We will publish the new version on this page with a new effective date and notify you by email or dashboard notice at least 30 days before material changes take effect (immediately where required by law or the Network Rules). If you do not accept a change, you may terminate before its effective date; continued use afterwards constitutes acceptance.
The Agreement is the entire agreement between the parties on its subject and supersedes prior proposals and discussions. You may not assign it without our written consent; we may assign it to an affiliate or to a successor of our business on notice. Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. If any provision is unenforceable, the rest remains in effect. Notices to us go to legal@pay-one.io; notices to you go to the email address on your account. No waiver is effective unless in writing. The parties are independent contractors. English is the governing language of the Agreement; translations are for convenience only.
Pay One LLC · 30 N Gould St · Sheridan, WY 82801 · United States
legal@pay-one.io · pay-one.io