About these terms
These terms govern your use of the ZyroPay website, merchant dashboard, application programming interfaces (API) and payment services (together, the "Services"). They are an agreement between you and ZyroPay Ltd, a company registered in [England & Wales] under number [00000000], whose registered office is at [Registered address] ("ZyroPay", "we", "us").
If you use the Services on behalf of a business, you confirm you have authority to bind that business, and "you" means that business. Your merchant agreement, our acceptable use policy and our privacy policy form part of these terms. If they conflict, the merchant agreement takes priority.
Definitions
- Payer: a person who makes a payment to you using the Services.
- Payment initiation: a service that initiates a payment order at the request of the payer from their payment account held with another provider.
- Settlement account: the bank account in your name registered with us at onboarding, into which payers' banks pay you directly.
- Credentials: your API key, webhook signing secret and dashboard token.
- Sandbox: our test environment, which does not move real money.
Your account
To use live Services you must complete our onboarding process, including verification of your business, its directors and its beneficial owners. We may refuse an application without giving reasons where the law prevents us from doing so.
Your credentials are shown to you once. You are responsible for keeping them secure, for all activity under your account and for telling us immediately at security@zyropay.net if you suspect unauthorised access.
The services
We provide payment initiation through a hosted checkout and drop-in button, an API to create and track payments, signed webhook notifications and a read-only merchant portal. Payment initiation is provided by [Yapily Connect Ltd / regulated partner] under [regulatory permission], reference [000000].
We do not hold funds. Each payment is made by the payer's bank directly to your settlement account. We are not responsible for the time a bank takes to execute a payment, and whether a payment uses an instant or standard rail depends on the payer's bank.
We aim for the Services to be available at all times but do not guarantee uninterrupted availability. Planned maintenance is announced on our status page in advance where possible.
Your obligations
- Use the Services only for lawful business activity described in your application.
- Display accurate pricing, refund terms and your business identity to payers.
- Not use the Services for any business listed in the acceptable use policy.
- Give us information we reasonably request to meet our legal and regulatory obligations.
- Calculate prices on your own server, verify webhook signatures, and fulfil orders only on a verified completed webhook.
- Register every domain where you embed our checkout.
Fees and settlement
You will pay the fees set out in your merchant agreement. Because we never hold your funds, fees are invoiced monthly. All fees exclude VAT, which is added where applicable.
You can change your settlement account only by contacting us and passing our verification checks. It cannot be changed through the API.
Data protection
Each of us will comply with applicable data protection law, including the UK GDPR and the EU GDPR. Where we process personal data on your behalf, the data processing addendum in your merchant agreement applies. Our privacy policy explains how we use personal data as a controller.
Intellectual property
We own the Services, including the software, documentation and ZyroPay brand. We grant you a non-exclusive, non-transferable licence to use them during the term of your agreement, solely to accept and manage payments. You may not copy, reverse engineer or resell the Services.
Liability
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot be limited by law.
Subject to that, neither party is liable for indirect or consequential loss, or for loss of profit, revenue or goodwill. Our total liability in any 12-month period is limited to the fees you paid us in that period, or [£ amount] if greater.
Suspension and termination
You may close your account at any time with 30 days' written notice. We may suspend or terminate the Services immediately if you materially breach these terms, if required by a regulator or law, or if we reasonably suspect fraud or financial crime. Otherwise we will give you at least [60] days' notice.
Changes to these terms
We may update these terms. We will give you at least [30] days' notice of material changes by email or in the dashboard, unless a change is required sooner by law. Continuing to use the Services after a change takes effect means you accept it.
Governing law
These terms are governed by the laws of [England and Wales], and the courts of [England and Wales] have exclusive jurisdiction. If you have a complaint, please follow our complaints procedure first.