PAYNODE GENERAL TERMS AND CONDITIONS
(2025 – Currencycloud & Stripe)
Version 2025.05.09
The following terms govern the use of the Paynode Services (as defined below) which allow the sub-merchant (“Sub-Merchant”) to facilitate the collection of payments through the Paynode Platform (as defined below) and receive payment for air charters and related services processed through the Paynode Platform and must be read in conjunction with the Avinode Group Data Processing Agreement (made available at https://avinodegroup.com/data-privacy/), together constitute the general terms and conditions (“Paynode General Terms and Conditions”) between Sub-Merchant and either (i) Paynode AB (as defined below); or (ii) Paynode LLC (as defined below), (such entity, that shall enter into these Paynode General Terms and Conditions with Sub-Merchant, being determined in accordance with the paragraph immediately below and being “Paynode”). These Paynode General Terms and Conditions shall constitute a binding agreement between Paynode and Sub-Merchant, and shall govern all matters relating to the Paynode Services (as defined below) received by Sub-Merchant from, or through any arrangement made by Paynode. Sub-Merchant accepts these Paynode General Terms and Conditions by (i) submitting an application for the Sub-Merchant Onboarding Process to Paynode and (ii) using the Paynode Services. For purposes of these Paynode General Terms and Conditions, each of Paynode and Sub-Merchant, individually, constitute a “Party” and, collectively, the “Parties”.
Paynode Entity
Notwithstanding anything to the contrary, the relevant entity that shall enter into these Paynode General Terms and Conditions with Sub-Merchant shall be the entity identified in the table below under the column heading “Paynode Entity” based upon Sub-Merchant’s country of incorporation. For example, if Sub-Merchant is incorporated in the United Kingdom, then these Paynode General Terms and Conditions shall be entered into between that Sub-Merchant and Paynode AB.
| Sub-Merchant’s Country of Incorporation |
Paynode Entity |
| USA and Canada |
Paynode LLC |
| Anywhere in the rest of the world |
Paynode AB |
If these Paynode General Terms and Conditions are with Paynode LLC
For the avoidance of doubt, where Paynode LLC is the relevant entity entering into these Paynode General Terms and Conditions with Sub-Merchant (as determined in accordance with the paragraph above), then these Paynode General Terms and Conditions will be amended by Schedule 1 which shall be deemed to form part of these Paynode General Terms and Conditions between the relevant Sub-Merchant and Paynode LLC. In such circumstances, in the event of a conflict or inconsistency between the Schedule 1and the remaining terms of these Paynode General Terms and Conditions, then Schedule 1 shall prevail.
- Defined Terms.
- “Adyen” means Adyen-N.V., a provider of payment processing and acquiring services that enables Paynode to offer the use of the Adyen Services as an integrated payment solution on the Paynode Platform to enable Sub-Merchants to offer various payment methods to their customers to pay for goods or services of Sub -Merchant.
- “Affiliates” means any entity that controls, is controlled by, or is under common control with a Party.
- “American Express” means American Express, a provider of payment processing and acquiring services that enables Paynode to offer the use of the American Express as an integrated payment solution on the Paynode Platform to enable Sub-Merchants to offer American Express payment methods to their customers to pay for goods or services of Sub -Merchant.
- “Applicable Law” shall mean (A) the Scheme Rules, (B) any and all applicable laws or legislation (including federal, provincial, state or local laws or legislation), treaties, rules, regulations, codes of practice, regulatory guidance, directives, policies, orders or determinations of (or agreements with), and mandatory written direction from (or agreements with), any national, foreign, federal, provincial, state or local government agency or other Regulatory Authority, as each of the foregoing may be amended and in effect from time to time.
- “Beneficiary Payment” means funds sent by a Sub-Merchant to another entity outside of the Paynode Platform.
- “Card” means the credit cards or debit cards authorized for Payment Requests by Payers.
- “Compromised Data Event” shall mean any actual or potential loss, unauthorized disclosure, theft or compromise of Payer data or Card transaction information.
- “Currencycloud” means The Currency Cloud Group Limited and its Affiliates, a provider of payment services that enables Paynode to offer the use of the Currencycloud Services as an integrated payment solution on the Paynode Platform.
- “Currency Accounts” mean online virtual named bank accounts thatbelong to the Sub-Merchant that are provided as part of the Currencycloud Services and accessible through the Paynode Platform.
- “Currencycloud Services” means the services provided by Currencycloud to Sub-Merchants relating to Payment Transactions.
- “Currencycloud Terms and Conditions” means the general terms and conditions for the Currencycloud Services (https://onboarding.paydirect.io/paynode/terms_and_conditions) to be accepted and agreed by Sub-Merchants during the Sub-Merchant Onboarding Process, as well as the Currencycloud Non-Permitted Activity (described here: https://support.currencycloud.com/hc/en-gb/articles/360017472339-Non-permitted-activity) and Currencycloud Permitted Jurisdictions (described here: https://help.avinodegroup.com/hc/en-us/articles/7215349269019-KYB-Country-Requirements).
- “Emergency Suspension Event” shall mean an immediate regulatory change, governmental action, a breach of security, requirement of Stripe, Currencycloud or a Scheme Owner, the financial insolvency of a Party, the appointment of a receiver, trustee or fiduciary over any Party, or any other reason determined by Paynode using its commercially reasonable judgment in order to prevent fraud, abuse, or a violation of Applicable Law.
- “Existing Agreement” means the existing agreement between Paynode LLC or Paynode AB (as applicable) and Sub-Merchant that enables Sub-Merchant to (amongst other things) access Currencycloud services and accept debit card or credit card transactions using either services provided by Adyen or American Express, as further described in such agreement.
- “FX Conversion” means the conversion of one country’s currency into another.
- “Instant Payment” is the means by which a Sub-Merchant, through the Paynode Platform, defines and sends a payment for the applicable Sub-Merchant Services to another Sub-Merchant on the Paynode Platform, using the Currencycloud Services.
- “Operating Procedures” shall mean any operating procedures, Scheme Owner Rules or policies and procedures issued and as amended by the Scheme Owner or Paynode, including any operating procedures, policies or other procedures disclosed to Sub-Merchant by Stripe from time to time.
- “Payer” means a person who has authorized a Payment Request to Sub-Merchant or a Sub-Merchant who sends an Instant Payment.
- “Payer Funds” means those funds that have been tendered by, or on behalf of, a Payer to Stripe in connection with a Payment Request for Sub-Merchant Services.
- “Payment Provider Services” means: (i) where Sub-Merchant is designated to enable Payers to use Cards to facilitate payments to it for Payer’s use of Sub-Merchant Services, the combined Stripe Services and Currencycloud Services or (ii) where Sub-Merchant is designated to enable Payers to make payments other than through the use of Cards to facilitate payments to it for Payer’s use of Sub-Merchant Services, the Currencycloud Services.
- “Payment Request” is the means by which a Sub-Merchant, through the Paynode Platform, defines the applicable Sub-Merchant Services for which it initiates a Payment Transaction.
- “Payment Solution Providers” means: (i) where Sub-Merchant is designated to enable its Payers to use Cards to facilitate payments to it for Payer’s use of Sub-Merchant Services, Stripe and Currencycloud combined or (ii) where Sub-Merchant is designated to enable its Payers to make payments other than through the use of Cards to facilitate payments to it for Payer’s use of Sub-Merchant Services,
- “Payment Transaction” means the use of a Card, Instant Payment or Beneficiary Payment to facilitate a payment to Sub-Merchant for Payer’s use of Sub-Merchant Services, as well as the ability to do FX Conversions.
- “Paynode AB” means Paynode AB, of V Hamngatan 12 411 17 Göteborg Sweden with registration number 556994-4456
- “Paynode LLC” means Paynode LLC, of C T Corporation System, 1200 South Pine Island Road, Plantation, FL 33324 USA with registration number: L21000193739
- “Paynode Platform” means a Web-based program to facilitate payment between Payers and Sub-Merchants and payments between Sub-Merchants for Sub-Merchant Services.
- “Paynode Services” means the services and solutions provided by Paynode in connection with the provision of the Paynode Platform that enables Stripe to provide the Stripe Services and Currencycloud to provide Currencycloud Services.
- “Regulatory Authority” means any national, federal, provincial or state regulator of banking, or payment services or financial services and any governmental agency or other enforcement agency (domestic, international or multi-national) having jurisdiction over any of the Parties or any of the services to be provided hereunder.
- “Scheme Owners” means the entity who regulates and provides a specific payment method (e.g. Visa, MasterCard, American Express).
- “Scheme Rules” means the collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Scheme Owners as may be amended or supplemented over time and with which Sub-Merchants must comply with when using the relevant payment method, including, without limitation, applicable PCI DSS security requirements imposed by the Scheme Owners.
- “Stripe” means Stripe, Inc. and Stripe Payments Europe, Ltd, provider of payment processing and acquiring services that enables Paynode to offer the use of the Stripe Services as an integrated payment solution on the Paynode Platform to enable Sub-Merchants to offer various payment methods to their customers to pay for goods or services of Sub -Merchant.
- “Stripe Connected Account Agreement” means the general terms and conditions for the Stripe Services to be accepted and agreed by Sub-Merchants during the Sub-Merchant Onboarding Process.
- “Stripe Connected Account” means the “connected account” provided by Stripe to the Sub-Merchant pursuant to the Stripe Connected Account Agreement.
- “Stripe Services” means the services provided by Stripe to Sub-Merchants relating to Payment Transactions.
- “Sub-Merchant Funds” shall mean those Payer Funds less any applicable Paynode fees that are received by Stripe for the benefit of the Sub-Merchant in accordance with the Stripe Connected Account Agreement.
- “Sub-Merchant Onboarding Process” means the onboarding process to be concluded with each Sub-Merchant to qualify for the use of the Stripe Services and the Currencycloud Services, which includes the submission of the registration details of the Sub-Merchant for KYC or KYB check and the acceptance by the Sub-Merchant of the Stripe Connected Account Agreement and the Currencycloud Terms and Conditions when registering with Paynode for the Stripe Services and Currencycloud Services, respectively.
- “Sub-Merchant Services” means the private air charter and related services offered by Sub-Merchant to Payer and authorized passengers in connection with private air charter that Sub-Merchant makes available to its customers.
- Services and Responsibilities.
- Stripe Services and Currencycloud Services. Notwithstanding anything to the contrary but subject to Section 13(I) as applicable, in order to receive the Paynode Services and applicable Paynode Provider Services, the Sub-Merchant must have accepted the Currencycloud Terms and Conditions and, where Sub-Merchant is designated to enable its Payers to use Cards to facilitate payments to it for Payer’s use of Sub-Merchant Services, the Stripe Connected Account Agreement. If the Sub-Merchant does not accept the Currencycloud Terms and Conditions and, where Sub-Merchant is designated to enable its Payers to use Cards to facilitate payments to it for Payer’s use of Sub-Merchant Services, the Stripe Connected Account Agreement, then Paynode shall not be responsible for providing any Paynode Services and applicable Paynode Provider Services, and Paynode shall be entitled to withdraw access to the Paynode Platform by the Sub-Merchant.
- Paynode Services. Subject to these Paynode General Terms and Conditions, Paynode shall provide to Sub-Merchant the Paynode Services. Sub-Merchant acknowledges Paynode will have access to Sub-Merchant’s transaction data for the purpose of providing Payers customer support, reporting and other services as set forth herein. Sub-Merchant agrees to provide Paynode with any information reasonably requested in order for Paynode to provide the Paynode Services. Paynode will provide first line support for the Payment Provider Services. Inquires can be sent to [email protected].
- Processing Services. Subject to the terms of these Paynode General Terms and Conditions, Paynode shall provide to Sub-Merchant access to the Payment Provider Services. Sub-Merchant agrees to provide Paynode with any information reasonably requested in order for Paynode to provide access to the Payment Provider Services. Sub-Merchant acknowledges and agrees that the Stripe Services are performed by Stripe and that the Currencycloud Services are performed by Currencycloud and that the Sub-Merchant’s use of the Payment Provider Services is subject to their respective terms and conditions. Sub-Merchant acknowledges and agrees that Paynode will be designated as an authorized representative of Sub-Merchant towards Stripe and Currencycloud (as applicable) with respect to the use by Sub-Merchant of the Payment Provider Services and as such authorized by the Sub-Merchant to access and use the data of the Sub-Merchant processed by the Payment Solution Providers.
- AML/KYC Screening and Compliance.
- Paynode’s acceptance of Sub-Merchant is subject to Paynode’s due diligence and approval of Sub-Merchant in accordance with Paynode’s compliance policies and procedures (i) prior to and as a prerequisite of Sub-Merchant’s use of the Paynode Services, and (ii) at Paynode’s request at any time as a prerequisite of Sub-Merchant’s continued use of the Paynode Services. If Paynode determines in its sole discretion that Sub-Merchant is not eligible to continue using the Paynode Services, Paynode shall notify Sub-Merchant and Sub-Merchant shall, at its sole cost and expense, immediately take such corrective action that is necessary to satisfy Paynode’s due diligence requirements, unless the deficiencies identified by Paynode’s due diligence by their nature cannot be corrected.
- Paynode shall have the right to suspend, modify or discontinue, either temporarily or permanently, the Paynode Services as necessary: (i) if Sub-Merchant breaches these General Paynode Terms and Conditions or any Payment Solutions Providers’ terms and conditions, (ii) to comply with Applicable Law (including upon the direction of any Regulatory Authority); or (iii) in the event of an Emergency Suspension Event, or (iv) as directed by a Scheme Owner. Sub-Merchant agrees that Paynode shall not be liable to Sub-Merchant or to any third party for any such necessary modification, suspension or discontinuance of the Paynode Services including any impact such modification, suspension or discontinuance may have on its ability to receive the Payment Provider Services.
- To comply with the Scheme Rules and to be allowed to use the Payment Provider Services, each Sub-Merchant will contract directly with Stripe and/or Currencycloud (as applicable) and undergo a know your customer (“KYC”, or “KYB”) and anti-money laundering (“AML”) background check. For this purpose, each Sub-Merchant must during the Sub-Merchant Onboarding Process for the Payment Provider Services on the Paynode website accept the Payment Solution Providers’ respective terms and conditions, provide personal details (to enable KYC, KYB and AML review by the Payment Solution Providers) and provide bank account details for settlement of funds for successfully processed payments. Payment Solution Providers will perform formal verification and mandatory checks in accordance with applicable laws and Scheme Rules on the submitted information during the Sub-Merchant Onboarding Process and subsequently as needed. Sub-Merchant agrees to, as part of the Sub-Merchant Onboarding Process, provide KYC, KYB, AML and other information to Paynode or Payment Solution Providers (and represents, warrants and undertakes that it has the necessary authorisations to provide such information and permit Paynode to share any such KYC, KYB, AML and other information with the Payment Solution Providers and in accordance with Section 6), upon request and as a prerequisite to continued use of the Paynode Services and Payment Provider Services.
- Sub-Merchant agrees that all activities performed by Paynode with respect to, and in the context of, an individual Sub-Merchant and its receipt or use of the Payment Provider Services, will by Payment Solution Providers be considered to be performed by Paynode as authorized representative of Sub-Merchant. Where Payment Solution Providers become aware of and/or receives any notice of a potential exposure to a fine from the Scheme Owners or Regulatory Authority related to any Sub-Merchant’s behavior, Sub-Merchant agrees to provide all reasonable co-operation to help investigate the relevant circumstances and remedy the relevant violation. Sub-Merchant authorizes Paynode to act on its behalf in any way necessary relating to the Payment Provider Services, including, as applicable, to instruct the disbursement of Sub-Merchant Funds to the relevant Stripe Connected Account and the pay-out of such Sub-Merchant Funds from the relevant Stripe Connected Account to the relevant Currency Account. Paynode shall have no liability for such actions and Sub-Merchant indemnifies, defends and holds harmless the Indemnitees (as defined below) for any and all Damages (as defined below) arising from such actions.
- Sub-Merchant is responsible to ensure that all information submitted to Paynode and Payment Solution Providers is accurate and complete and it has all the necessary consents to share such information with Paynode and Payment Solution Provider. Sub-Merchant agrees that Paynode shall have no liability for any inaccurate or incomplete information submitted by Sub-Merchant to Paynode and Payment Solution Providers and Sub-Merchant indemnifies, defends and holds harmless the Indemnitees (as defined below) for any and all Damages (as defined below) arising from: (i) any breach of this Section 2(D)(v); and (ii) any breach of the representations, warranties and undertakings set out in Sections 2(D)(iii) and 7(A) .
- Sub-Merchant acknowledges that Paynode will charge certain fees relating to the provision of the Paynode Services (the “Paynode Fees”). Sub-Merchant hereby agrees that Paynode may issue settlement instructions to Stripe on behalf of the Sub-Merchant to authorize and instruct Stripe to withhold the Paynode Fees from the Payer Funds. Paynode Fees related to the Currencycloud Services will be billed via invoice and will not be withheld from the Payer Funds as described in this Section.
- Subject to the Data Processing Addendum, any information submitted by the Sub-Merchant shall be deemed public information and not subject to any confidentiality obligation, and Paynode shall have no obligation to maintain its confidentiality.
- Card Acceptance Procedures.
- Sub-Merchant agrees to follow and comply with any Operating Procedures in connection with Sub-Merchant’s use of the Paynode Services and Stripe Services. Sub-Merchant agrees that it is solely responsible for monitoring and complying with all Operating Procedures, Scheme Owner Rules, policies and procedures.
- Sub-Merchant agrees that the Payment Transactions on the Paynode Platform must be in payment for the Sub-Merchant Services, and that no other products or services of any kind may be sold through the Payment Transactions subject to these Paynode General Terms and Conditions and must comply with the Stripe Connected Account Agreement.
- In the event of a dispute by the Payer after the Sub-Merchant has received from Stripe the Sub-Merchant Funds, and the Card issuer has decided in favor of the Payer, then Paynode will deduct funds as set forth in Section 3(E). The Sub-Merchant is required to provide to Paynode supporting documentation to help resolve any dispute in a timely manner.
- Any Payer Funds or other amounts representing Payment Transactions not made in strict accordance with these Paynode General Terms and Conditions, the Stripe Connected Account Agreement or the Operating Procedures may be rejected, and if any Sub-Merchant Funds are paid to Sub-Merchant in connection therewith and subsequently properly rejected by Stripe or the Scheme Owner, such Sub-Merchant Funds will be deducted from the next regular (or subsequent) payment due to Sub-Merchant or collected in another manner as Paynode may determine in its sole discretion. Paynode has the right to chargeback any Payment Transaction using a Card to a Sub-Merchant where the Sub-Merchant fails to provide requested supporting documentation. If the Scheme Owner i) determines there are excessive chargebacks at a location or ii) finds in favor of the cardholder against the Sub-Merchant in a chargeback dispute, Sub-Merchant will be solely responsible for any fees, charges or other amounts assessed by the Scheme Owner.
- In the event of a chargeback dispute (where the cardholder disputes a Card charge) the Chargeback Amount (the amount being disputed) will be deducted from any Payer Funds that have not yet been disbursed to the Sub-Merchant. All future Payer Funds received will be debited from the Payer Funds until the full amount of the Chargeback Amount is covered. If the Chargeback is resolved in favor of the cardholder, the Chargeback Amount will be returned to the card issuing bank by Stripe. If the Chargeback is resolved in favor of the Sub-Merchant, then the Chargeback Amount that had been debited will be returned to the Sub-Merchant. If the Sub-Merchant has insufficient funds to cover the Chargeback Amount from the Payer Funds, then Paynode will invoice Sub-Merchant for such chargeback, which invoice is due and payable within 5 business days. Sub-Merchant further agrees that Paynode can, and hereby authorizes Paynode to, deduct such chargebacks and refunds from (i) funds available in Sub-Merchant’s Currency Account (ii) funds that are with Stripe awaiting disbursement to Sub-Merchant; or (iv) funds that are in the Stripe Connected Account. Additionally, Paynode can offset such chargebacks and refunds by using funds that Sub-Merchant pre-paid to any of Paynode’s affiliates for subscription services provided by the applicable Paynode affiliate.
- Sub-Merchant shall not receive any Payer Funds from Payers directly with respect to charges made on Cards for Sub-Merchant Services, and no cash advance shall be paid by the Sub-Merchant to the Payer pursuant to any Payment Transaction. The Sub-Merchant will not submit any Payment Requests that represent (i) replacement for any uncollected funds from a Payer in connection with transactions and payment methods that arise outside of the Paynode Platform, (ii) bad debt or potential bad debt with regard to the Sub-Merchant’s own receivable; or (iii) or that otherwise do not comply with the Stripe Connected Account Agreement.
- In the event that after the provision of Sub-Merchant Services by Sub-Merchant there are additional payments due to the Sub-Merchant by a Payer, an additional Payment Request can be raised using the Paynode Platform.
- Sub-Merchant is solely responsible for the quality, accuracy and completeness of all data provided to Paynode. Where relevant, Sub-Merchant will ensure adequate technical and procedural security measures are implemented with respect to its systems and in particular with respect to its interfaces to ensure system integrity and protection against unauthorized third-party access and use of data that is processed hereunder, expressly including Sub-Merchant Data, payment transaction data and any personal data. Where PCI DSS or similar compliance standards are to be adhered to under applicable Scheme Rules, Sub-Merchant shall ensure it is and remains compliant with respect to the relevant standards. Sub-Merchant will indemnify and hold the Indemnitees (as defined below) harmless from Damages (as defined below) including fines from payment Scheme Owners and acquirers resulting from a breach of the obligations under this Section.
- Payment Requests must include all details as required by Paynode or Stripe.
- Part 380 Public Charter Restrictions: Sub-Merchant hereby acknowledges and agrees that the Sub-Merchant Services offered by Sub-Merchant in connection with Card Payment Transactions shall not include any services related to Part 380 public charter operations as defined by the U.S. Department of Transportation under 14 C.F.R. Part 380.
- Authorized Charges and Authorization Integrity Fees: If a Sub-Merchant’s monthly ratio of the total amount of Authorized Charges (the process by which a Sub-Merchant obtains an approval for a debit card or credit card charge) that are not captured or are refunded to the total amount of Captured Charges (when the Authorized Charge is sent for settlement) exceeds ten percent (10%) for three (3) consecutive months (the final month of these three (3) consecutive months being the “Final Month”), Paynode may charge, starting on the commencement of the next month immediately following the Final Month, an Authorization Integrity Fee for each Authorized Charge for which the Sub-Merchant does not capture or does refund. The Authorization Integrity Fee is 1.0% of the total amount of each Authorized Charge that is not captured or is refunded. Paynode reserves the right to withhold from any Sub-Merchant the capability to process Authorized Charges without capturing those charges.
- Transaction Information.
- In order for Paynode to provide the Paynode Services and for Payment Solution Providers to provide the Payment Provider Services, Paynode shall, and Sub-Merchant agrees that Paynode will, use and disclose Sub-Merchant Data (as defined below) and other information provided to Paynode by Sub-Merchant in connection with the provision of the Paynode Services and Payment Provider Services (in the event that the Sub-Merchant Data contains Personal Identifiable Data (“PII”), Paynode shall process that PII in accordance with the terms of the Avinode Group Data Processing Agreement). Sub-Merchant represents and warrants that it has the right to provide all Sub-Merchant Data to Paynode (and Sub-Merchant represents, warrants and undertakes it has the necessary authorisations to permit Paynode to disclose such Sub-Merchant Data as envisaged by this Section), and that the use of the Sub-Merchant Data in connection with the Paynode Services and related services provided by Paynode and as contemplated herein will not infringe, misappropriate or otherwise breach the rights of any third party. Sub-Merchant Data may be used to perform analytics and create reports and may be used for any other lawful business purposes of Paynode or its Affiliates, its service providers and Scheme Owners.
- The “Sub-Merchant Data” is any data or information, including personal, business and financial data and information, of Sub-Merchant provided to or accessed by Paynode in connection with these Paynode General Terms and Conditions (including as described in Section 2(D)(iii) above), and any supplemental information related thereto.
- Each Party shall treat as confidential all Confidential Information (as defined below) of the other Party, shall not use such Confidential Information for any purpose other than to perform its obligations under these Paynode General Terms and Conditions and/or as otherwise authorized in these Paynode General Terms and Conditions, and shall not disclose such Confidential Information to any third party or to such party’s representatives except those representatives who are required to have the Confidential Information in connection with such Party’s performance hereunder and who are bound by terms and conditions of confidentiality at least as stringent as those provided in these Paynode General Terms and Conditions. Without limiting the foregoing, each Party shall use at least the same degree of care such Party uses to prevent the disclosure of such Party’s own confidential information of like importance, which care shall be no less than reasonable care, to prevent the disclosure of Confidential Information of the other Party. Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party’s Confidential Information.
- A Party shall not be in breach of these Paynode General Terms and Conditions merely for disclosing Confidential Information as required by applicable statute, regulation, order, or other law, provided that (i) any such disclosure is made only to the extent so required, the disclosing Party, to the extent legally permissible, timely notifies the other Party of the disclosure requirement prior to disclosure, so that the other Party may seek a protective order or confidential treatment, or take other appropriate measures to protect its interests, in which event such Party will reasonably cooperate in such effort, and (iii) if timely notice cannot be given, the disclosing Party seeks to obtain a protective order or confidential treatment from the court or government for such Confidential Information.
- “Confidential Information” means any information or material disclosed by either Party to the other Party, directly or indirectly, in writing, orally, visually or by inspection of tangible objects that a Party treats as confidential or proprietary, including, without limitation, any and all information relating to such Party’s or its business partners’ research, development, know-how, products, product plans, services, customers, customer lists, markets, software, developments, inventions, processes, technology, designs, drawings, marketing, finances, or other business information or trade secrets, that is designated as “confidential”, “proprietary” or the like, or that should reasonably be understood to be confidential or proprietary under the circumstances.
- IT, Data and Payer Information Security.
- The Sub-Merchant cannot act as, or on behalf of, any Payer. The Sub-Merchant may only create Payment Requests and receive Sub-Merchant Funds pursuant to Paynode’s provision of the Paynode Services.
- Sub-Merchant agrees to immediately notify Paynode of any suspected, alleged or confirmed Compromised Data Event. Sub-Merchant agrees that upon Sub-Merchant’s suspected or actual discovery of a Compromised Data Event, Sub-Merchant will not alter or destroy any related records. Sub-Merchant will share with Paynode all information related to any actual or suspected Compromised Data Event, including, but not limited to, forensic reports and system audits; and allow Paynode access to Sub-Merchant and its Sub-Merchant’s facilities and records for the purpose of performing any inspection, examination and/or copying of books or files pertaining to the affected Payment Transactions. Paynode may share such information with others as permitted under Applicable Law. In the event of a suspected Compromised Data Event and/or violation of Applicable Law, Sub-Merchant must promptly take appropriate corrective action, subject to Paynode’s approval. Paynode shall be entitled to pass on to Sub-Merchant, and Sub-Merchant shall be solely responsible for paying, any costs, damages, fees and other liabilities related to any Compromised Data Event, including without limitation any costs, damages, fees and other liabilities that the Scheme Owners or government authorities may assess against Paynode, and/or the costs Paynode incurs for its investigation of the Compromised Data Event, including those associated with examinations and inspections.
- Payments and Settlement.
- Sub-Merchant agrees to the pricing and settlement terms set forth in the Paynode Fees Schedule located at: https://marketplace.avinode.com/payment/page/fees incorporated herein by reference).
- Card Settlement: Sub-Merchant Funds for all card types are disbursed to the Sub-Merchant’s Currency Account once the following criteria are met:
- Sub-Merchant has confirmed that services have been rendered; and
- Stripe has received the Sub-Merchant Funds from the Scheme Owners.
- Card Settlement typically takes 2 business days (excludes statutory holidays in the country in which the Sub-Merchant is located).
- Payment Requests, Instant Payments and Beneficiary Payments are subject to certain reviews for compliance with legal and regulatory requirements. Sub-Merchant Funds are not confirmed or available to the Sub-Merchant pursuant to the Paynode Services until the review is complete and the status of the Payment Request, Instant Payment or Beneficiary Payment is set to “Payment Confirmed” in the Paynode Platform. Sub-Merchant acknowledges and accepts the risk of non-payment, if Sub-Merchant elects to provide Sub-Merchant Services before the status of the Payment Request shows as “Payment Confirmed” in accordance with this Section.
- Representations, Warranties, Covenants and Limitation of Liability.
- Neither Party shall be liable to the other for failure to perform hereunder when such failure to perform is due to any natural disaster, fire, flood, storm, strike, terrorist event, act of war, labor unrest, acts of God, equipment or power interruption (when not due to the negligence of the non-performing Party, its employees and contractors) interruptions in the telephone or Internet systems, failures in third party computer software or hardware or any cause beyond the non-performing Party’s reasonable control.
- Paynode makes no warranties or representations with respect to the Paynode Services or Payment Provider Services. Furthermore, the express provisions of these Paynode General Terms and Conditions are in place of all warranties, representations, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise to the maximum extent permitted by Applicable Law.
- Sub-Merchant acknowledges that the Payer is the purchaser of the Sub-Merchant Services pursuant to these Paynode General Terms and Conditions and that Paynode (including its respective Affiliates) takes no title or risk on any product or service supplied by Sub-Merchant in connection with Sub-Merchant’s provision of the Sub-Merchant Services to Payer. Any dispute arising under Payer’s use of the Sub-Merchant Services is a matter between the Sub-Merchant and the Payer.
- Without limiting any other warranties made hereunder, Sub-Merchant represents, warrants and covenants to Paynode and with the submission of each Payment Transaction reaffirms that:
- (a) it has full power and legal right to execute and deliver these Paynode General Terms and Conditions and to perform its obligations hereunder, (b) no authorization or approval from any third party is required in connection with Sub-Merchant’s execution, delivery or performance of these Paynode General Terms and Conditions, and (c) in performing its obligations under these Paynode General Terms and Conditions it does and will comply with all Applicable Laws and Operating Procedures;
- it is duly qualified and is properly licensed to do business, and is in good standing (a) in each jurisdiction in which the conduct of its business requires it to so qualify or be licensed, and (b) with each Regulatory Authority having jurisdiction over it; and Sub-Merchant has, and shall at all times maintain, all necessary licenses, permits, approvals, and registrations under Applicable Law, in each case which are required to perform its obligations hereunder, including providing the Sub-Merchant Services and receiving the Payment Provider Services;
- in connection with Sub-Merchant’s submission of each Payment Transaction that: (a) each Payment Transaction is genuine and arises from a bona fide transaction, permissible under Applicable Law and the Operating Procedures, by the Payer directly with the Sub-Merchant for respective Sub-Merchant Services purchased; (b) each Payment Transaction has been entered into for primarily business purposes, and not for family, personal or household purposes, and (c) with respect to each Payment Transaction, Sub-Merchant has no knowledge or notice of any fact, circumstance or defence that would indicate that such Payment Transaction is fraudulent that would otherwise impair the validity or collectability of that Payer’s obligation arising from that Payment Transaction with respect hereto.
- NOTHING IN THESE PAYNODE GENERAL TERMS AND CONDITIONS SHALL OPERATE SO AS TO EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY TO THE OTHER FOR: (I) FRAUD; (II) DEATH OR PERSONAL INJURY ARISING OUT OF THAT PARTY’S NEGLIGENCE; OR (III) ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
- SUBJECT TO SECTION 7(E), UNDER NO CIRCUMSTANCES SHALL PAYNODE AND ITS AFFILIATES BE LIABLE TO SUB-MERCHANT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS OR BUSINESS, COSTS OF DELAY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR SUCH PARTY’S LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH DAMAGES WERE FORESEEABLE AND NOTWITHSTANDING THAT THE PARTY SUFFERING SUCH DAMAGES MAY HAVE BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES COULD ARISE.
- SUBJECT TO SECTIONS 7(E) AND (F), THE TOTAL AGGREGATE LIABILITY OF PAYNODE AND ITS AFFILIATES TO THE SUB-MERCHANT UNDER OR IN RELATION TO THESE PAYNODE GENERAL TERMS AND CONDITIONS INCLUDING LIABILITY FOR BREACH OF CONTRACT, MISREPRESENTATION (WHETHER TORTIOUS OR STATUTORY), TORT (INCLUDING NEGLIGENCE) AND BREACH OF STATUTORY DUTY SHALL NOT EXCEED £10,000
- Indemnification.
Sub-Merchant agrees to indemnify, defend and hold harmless Paynode and its Affiliates, and their respective directors, officers, employees, subcontractors and agents (the “Indemnitees”), from and against any and all losses, claims, demands, actions, proceedings, damages, fines, penalties, expenses and other payments, costs (including reasonable attorney’s fees), or other liabilities of any kind (together, “Damages”), asserted against or incurred by any of the Indemnitees in any way relating to or arising out of:
- death or personal injury caused by the negligence of Sub-Merchant or its agents or subcontractors;
- breach of these Paynode General Terms and Conditions by Sub-Merchant;
- fraud, or willful misconduct of Sub-Merchant;
- infringement of a third party’s intellectual property rights by Sub-Merchant;
- non-compliance by Sub-Merchants with Applicable Laws, the Stripe Connected Account Agreement, or Operating Procedures, including, without limitation, any fines imposed by the Scheme Owners or by Regulatory Authorities on Paynode or Stripe as a result of such noncompliance; and
any VAT, turnover and other taxes or levies including penalties, interests, surcharges (“Taxes”) due on any product or service of Sub-Merchant and any costs or damages related to such Taxes. Sub-Merchant shall apply all reasonable efforts to ensure that Paynode cannot be held liable for any Taxes and costs or damages thereto, shall promptly inform Paynode of any such liability and shall provide Paynode with all relevant information and documentation in that respect.
- Subcontracting. Paynode may subcontract any or all of its obligations hereunder.
- Third-Party Beneficiaries These Paynode General Terms and Conditions are intended for the benefit of the Parties hereto and their respective permitted successors and assigns and Paynode’s Affiliates and the Indemnitees, and are not for the benefit of, nor may any provision hereof be enforced by, any other person under any Applicable Law otherwise entitling them to do so. The consent of any third party is not necessary for any variation (including any release or compromise in whole or in part of any liability) or termination of these Paynode General Terms and Conditions.
- Entire Agreement. These Paynode General Terms and Conditions along with the Avinode Group Data Protection Agreement represent the entire agreement between the Parties relating to subject matter hereof. It replaces and extinguishes all prior agreements, draft agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and undertakings of any nature made by or on behalf of the Parties, whether oral or written, in relation to that subject matter save for the Existing Agreement which shall continue in full force and effect in accordance with Sections 13(I) and (J) below. Each Party acknowledges that in entering into these Paynode General Terms and Conditions it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other Party in relation to the subject matter of these Paynode General Terms and Conditions at any time before their signature (together, “Pre-Contractual Statements”), other than those which are set out in these Paynode General Terms and Conditions. Each Party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements. Nothing in this Section shall exclude or restrict the liability of either Party arising out of its pre-contractual fraudulent misrepresentation or fraudulent concealment.
- Amendments. Paynode may make updates, changes or amendments (“updates”) to these Paynode General Terms and Conditions and/or the Data Protection Agreement from time to time, and Paynode will post such updates on the Paynode Platform. Such updated Paynode General Terms and Conditions as posted will take effect immediately upon posting on the Paynode Platform. Sub-Merchant should regularly check the Paynode Platform to inform itself of any such updates. Sub-Merchant should check these Paynode General Terms and Conditions regularly to ensure that Sub-Merchant understands the terms of these Paynode General Terms and Conditions that apply at the time that Sub-Merchant accesses and uses the Paynode Platform, or any other component of the Paynode Services. Where possible, Paynode will provide Sub-Merchant with at least fourteen (14) days’ advance notice of any such updates, unless for example, the updates are due to a change in law or for security reasons (in which case Paynode may need to update the terms of these Paynode General Terms and Conditions on shorter or no notice). If Sub-Merchant does not wish to continue using the Paynode Services following the updates to these Paynode General Terms and Conditions, Sub-Merchant can terminate these Paynode General Terms and Conditions on notice to Paynode.
- General
- Paynode reserves the right to send all notices and communications with or to Sub-Merchant (“Communications”) pursuant to these Paynode General Terms and Conditions by posting them on the Paynode Platform or by sending the Communications to the email address Paynode then has on file for Sub-Merchant (which was originally provided during the onboarding KYB/AML background check). To ensure that the Sub-Merchant receives all Communications sent by Paynode, Sub-Merchant must keep its email address up-to-date. Accordingly, Sub-Merchant must immediately notify Paynode via the Paynode Platform of its new email address if the email address Paynode then has on file (which was originally provided during the onboarding KYB/AML background check) changes. Delivery of any Communications by Paynode to the email address Paynode then has on file (which was originally provided during the onboarding KYB/AML background check as updated via the Paynode Platform in accordance with this section) (or the updated email address notified to Paynode via the Paynode Platform in accordance with this Section) is considered valid. Where applicable, Communications will be deemed delivered when posted on the Paynode Platform. If any email Communication is returned as undeliverable, Paynode retains the right to block access to the Paynode Platform until Sub-Merchant provides and confirms a new and valid email address.
- Subject to Section 13(A) above, any notice to be given under these Paynode General Terms and Conditions shall be in writing in English and shall be sent by email to the other Party, in the case of Sub-Merchant, at the email address Paynode has on file (which was provided by Sub-Merchant during the onboarding KYB/AML background check ) (or the updated email address notified to Paynode in accordance with Section 12(A)) and, in the case of Paynode, to [email protected] or such other email address as notified by Paynode from time to time.
- The failure to exercise, or delay in exercising, a right, power or remedy provided by these Paynode General Terms and Conditions or by Applicable Law shall not constitute a waiver of that right, power or remedy. If a Party waives a breach of any provision of these Paynode General Terms and Conditions, this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
- Nothing in these Paynode General Terms and Conditions shall (except as expressly provided) be deemed to constitute a partnership, or create a relationship of principal and agent for any purpose between the Parties.
- The rights, powers and remedies provided in these Paynode General Terms and Conditions are (except as expressly provided) cumulative and not exclusive of any rights, powers and remedies provided by Applicable Law or otherwise.
- The Sub-Merchant may not assign, transfer, sub-licence, declare a trust of, mortgage, charge or deal in any other manner with these Paynode General Terms and Conditions or with any of its rights or obligations under it, without the prior written consent of Paynode. Paynode may at any time assign, transfer, sub-licence, declare a trust of, mortgage, charge or deal in any other manner with these Paynode General Terms and Conditions or with any of its rights or obligations under it. The Sub-Merchant shall enter into any further agreements reasonably required by Paynode to give effect to any of the above.
- If any provision, or part of a provision, of these Paynode General Terms and Conditions is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of these Paynode General Terms and Conditions, and the legality, validity or enforceability of the remainder of the provisions of these Paynode General Terms and Conditions shall not be affected, unless otherwise required by operation of Applicable Law.
- The Parties must use all reasonable endeavours to agree within a reasonable time upon any lawful and reasonable variations to these Paynode General Terms and Conditions which may be necessary in order to achieve, to the greatest extent possible, the same commercial effect as would have been achieved by the provision, or part-provision, in question.
- By entering into these Paynode General Terms and Conditions, the Parties agree that:
- prior to 12 May 2025 (“Cut Off Date”), and notwithstanding that Sub-Merchant has accepted the Stripe Connected Account Agreement, Sub-Merchant shall not be entitled to access the Stripe Services pursuant to these Paynode General Terms and Conditions but, for the avoidance of doubt, will be permitted to participate in (and must complete) the applicable KYC/KYB and AML background checks procedure as envisaged by Section 2(D)(III);
- without prejudice to Section 13(I)(3) below, from and including 1 June 2025, Sub-Merchant shall no longer be able to enable Payers to use debit cards or credit cards to facilitate payments to it for Payer’s use of Sub-Merchant Services pursuant to the Existing Agreement and Sub-Merchant shall be entitled to access the Stripe Services pursuant to these Paynode General Terms and Conditions;
- for the avoidance of doubt, up to and including 30 November 2025, Sub-Merchant shall be able to process chargebacks or refunds in relation to debit card or credit card transactions acquired by Adyen or American Express pursuant to the Existing Agreement; and
- on the 1 December 2025 (such date being, the “Termination Date”) the Existing Agreement shall terminate. The terms of these Paynode General Terms and Conditions and the Stripe Connected Account Agreement shall not apply to any debit card or credit card transactions processed in connection with the Paynode Platform and which took place prior to the Cut Off Date.
- Nothing in these Paynode General Terms and Conditions is intended to affect any rights which have accrued to either Party under the Existing Agreement prior to the Termination Date (“Accrued Rights”), or either Party’s ability to enforce such Accrued Rights. Nothing in these Paynode General Terms and Conditions is intended to be, or should be construed as, a compromise or waiver of any claims which have accrued under the Existing Agreement prior to the Termination Date.
- Governing Law and Jurisdiction
These Paynode General Terms and Conditions, and any dispute arising out of or in connection with these Paynode General Terms and Conditions (including any non-contractual disputes or claims), shall be governed by English law.
Each of the Parties hereto agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Paynode General Terms and Conditions (including any non-contractual disputes or claims).
Schedule 1:
US and Canada Specific Amendments
Where Paynode LLC is the relevant entity entering into these Paynode General Terms and Conditions with Sub-Merchant (as determined in accordance with the paragraph above), then these Paynode General Terms and Conditions will be amended as follows:
- Clause 7 Representations, Warranties, Covenants and Limitation of Liability Reference to “£10,000” in Clause 7(G) shall be replaced with “$10,000”.
- Clause 14 Governing Law and Jurisdiction – this clause shall be deleted and replaced with the following:“These Paynode General Terms and Conditions shall be governed by the laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York. Each party irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or any court of the State of New York located in New York County for any and all disputes arising from or in connection with these Paynode General Terms and Conditions. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, OR RELATED TO, THESE PAYNODE GENERAL TERMS AND CONDITIONS.”