Terms of service

txpaid is a brand of Ombrion Innovations Ltd, a company registered in England and Wales with its registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom ("txpaid", "we", "us"). These terms form a binding agreement between txpaid and the business that applies for or uses the services ("Merchant", "you").

Where you have signed a separate merchant agreement or offer letter with us, that document applies together with these terms. If the two conflict, the signed document prevails.

"Services" means the payment services we provide, including card acquiring, local payment methods, payouts, fraud and risk tools, the API and the merchant dashboard. "Transaction" means any payment, refund, payout or reversal processed through the Services. "Acquirer" means a bank or licensed institution that processes card transactions on our behalf or on yours. "Scheme" means a card network such as Visa or Mastercard. "Reserve" means funds we hold back from settlement as security.

The Services are available only to businesses. You must hold every licence, registration and permit required for your activity in each market where you accept payments, and keep them valid for as long as you use the Services.

Before activating your account we will verify your business, its owners, directors and controllers, and the nature of your activity. You agree to provide accurate and complete information, and to tell us promptly about any material change, including changes to ownership, licences, websites, products or target markets. We may decline any application at our discretion.

We will provide the Services described in your offer or merchant agreement. Some Services rely on Acquirers, payment method providers and other third parties, and their availability may vary by market, currency and business type.

We may update, improve or withdraw features of the Services. Where a change materially reduces the Services you use, we will give you reasonable notice in advance unless the change is required by law, a Scheme or an Acquirer.

You agree to pay the fees set out in your offer or merchant agreement. Unless agreed otherwise, fees are deducted from the funds we settle to you. Scheme fees, interchange and third-party charges may be passed through at cost where your pricing provides for this.

We will settle funds due to you, less fees, refunds, chargebacks, Reserves and any other amounts you owe us, to the bank account you have nominated and we have verified, on the settlement schedule agreed with you. We may delay settlement of a Transaction we reasonably suspect is fraudulent, unauthorised or in breach of these terms while we investigate.

We may require a Reserve to cover your potential liability for chargebacks, refunds, fines and fees. The level and duration of any Reserve will be set out in your offer or agreed with you in writing.

We may change a Reserve if your risk profile changes materially, for example because of an increase in chargebacks, a change in your business model or a requirement from an Acquirer or Scheme. We will tell you the reason for any change. Funds held in Reserve are released when the related risk has expired.

You are responsible for all chargebacks, reversals and refunds relating to your Transactions, together with any associated fees and Scheme fines. We will notify you of chargebacks and give you the opportunity to provide evidence to dispute them within the deadlines set by the Schemes.

You must keep your chargeback and fraud ratios within the thresholds set by the Schemes and Acquirers. If your ratios exceed those thresholds we may require a remediation plan, apply additional controls or a Reserve, or suspend the affected Services.

You must not use the Services for any activity that is illegal in the market where it is offered, or for any business type we have not approved. You must not offer gambling services to players in jurisdictions where you are not licensed, or to minors or self-excluded persons.

You must not process Transactions on behalf of a third party, split a single sale into several Transactions to avoid limits, or submit a Transaction you know or suspect to be fraudulent or unauthorised.

Each party will comply with applicable data protection law, including the UK GDPR and, where relevant, the EU GDPR. Our processing of personal data is described in our Privacy policy.

You must handle cardholder data in accordance with the PCI DSS. Where you use our hosted payment pages or API tokenisation, card data is captured and stored by txpaid and does not pass through your systems.

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

Subject to that, neither party is liable for any indirect or consequential loss, or for loss of profit, revenue, business or goodwill. Our total liability under these terms in any 12-month period is limited to the fees you paid us in the 12 months before the event giving rise to the claim. You will indemnify us against Scheme fines, chargebacks and third-party claims arising from your breach of these terms or of applicable law.

Either party may terminate the Services by giving 30 days' written notice. We may suspend or terminate the Services immediately if you materially breach these terms, if we are required to by law, a regulator, a Scheme or an Acquirer, or if we reasonably suspect fraud, money laundering or other financial crime.

On termination, we will settle funds due to you after deducting amounts you owe us. We may keep a Reserve for up to 180 days after termination, or longer if required by the Schemes, to cover chargebacks and refunds on Transactions processed before termination.

These terms and any dispute arising from them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

We may update these terms from time to time. We will give you at least 30 days' notice of any material change by email or through the dashboard. If you continue to use the Services after the change takes effect, you accept the updated terms.