Platform Services Agreement

1. Parties and scope

1. These terms and conditions form the Platform Services Agreement between Swan Pay Limited, a company incorporated in England and Wales with company number 13336216 and registered office at 1 Charterhouse Mews, London, England, EC1M 6BB (“Swan Pay”, “we”, “us” or “our”), and the merchant, sub-merchant, marketplace operator, platform customer or other business user that accesses or uses the Swan Pay platform (“Merchant”, “you” or “your”).
2. This Agreement governs your access to and use of the Swan Pay platform, dashboard, software, APIs, integrations, reporting tools, payment management tools, onboarding workflows, marketplace and split-payment tools, payment links, subscription tools, notifications, documentation, support services and any related products or modules made available by Swan Pay from time to time (the “Platform Services”).
3. Swan Pay provides a payment technology platform that facilitates the initiation, routing, administration, reconciliation and reporting of Transactions and related settlement instructions. Unless expressly agreed in a separate written agreement signed by Swan Pay, Swan Pay is not a buyer, seller, supplier, Marketplace Operator, Merchant of Record or Seller of Record, and does not become a party to the underlying sale of goods or services.
4. Swan Pay provides technology services. Swan Pay is not a bank, card acquirer, payment institution, electronic money institution, issuer, card scheme, deposit taker or regulated payment services provider unless expressly stated in a separate written agreement signed by Swan Pay.
5. Regulated payment processing, acquiring, settlement, safeguarding, card scheme connectivity, payment method enablement, risk controls, KYC/AML checks and related payment services may be provided by Adyen or another authorised payment partner (each a “Payment Partner”) under separate Payment Partner Terms.
6. By ticking, clicking, signing, creating an account, accessing the Platform Services or continuing to use the Platform Services, you agree to this Agreement and confirm that you are acting in the course of business and not as a consumer.
7. Where you use Swan Pay in a marketplace, platform, reseller, supplier, multi-vendor, franchise, introducer, managed checkout or split-payment model, you must ensure that your internal commercial structure, customer-facing terms, supplier terms and checkout disclosures are consistent with this Agreement.

2. Key demarcation between Swan Pay, Payment Partners and marketplace participants

The following table summarises the intended allocation of responsibility. It is included to make the commercial boundary clear, but the detailed clauses of this Agreement and the applicable Payment Partner Terms will control if there is any inconsistency.

3. Definitions

Agreement: this Platform Services Agreement, any order form, pricing schedule, service description, policy, addendum or schedule expressly incorporated by reference.

Applicable Law: all laws, regulations, regulatory guidance, sanctions rules, card scheme rules, payment method rules, data protection laws and industry standards applicable to the relevant party or service.

Authorised Users: your employees, contractors, agents and representatives whom you authorise to access the Platform Services.

Card Scheme Rules: the rules, standards, mandates, bulletins and operating regulations of Visa, Mastercard, American Express and any other card scheme or payment method provider relevant to Transactions.

Customer: a person or business that buys goods or services from you or otherwise makes or receives a payment connected with your use of the Platform Services.

Fees: all platform fees, subscription fees, transaction fees, integration fees, support fees, implementation fees, FX charges, pass-through costs, scheme fees, Payment Partner fees and other amounts payable in connection with the Platform Services or Payment Partner services.

Payment Partner Terms: the terms and conditions, merchant agreement, platform agreement, policies, service descriptions, operating rules and other documents imposed or made available by a Payment Partner, including Adyen where Adyen provides payment services.

Sub-Merchant: any seller, vendor, supplier, service provider, marketplace participant, connected account or other third party onboarded, referred, configured or managed through your use of the Platform Services.

Transaction: any attempted, authorised, captured, refunded, reversed, charged back, disputed, settled, blocked or declined payment or payout connected with the Platform Services or Payment Partner services.

Your Data: data, content, instructions, configurations, Customer information, Merchant information, Sub-Merchant information, transaction information and materials provided by or on behalf of you through the Platform Services.

Marketplace: a commercial model, website, app, platform, environment, sales channel or arrangement through which goods or services may be sold by one or more Suppliers, Sub-Merchants or other sellers to Customers, whether or not the marketplace operator is itself the seller.

Marketplace Operator: the person or business that owns, controls, operates, administers or commercially manages a Marketplace, including any person that configures payment flows, supplier relationships, commissions, deductions, settlement rules or customer-facing checkout rules.

Merchant of Record or MoR: the person or business presented to the Customer and/or treated under applicable law, payment method rules or commercial arrangements as the seller responsible for the sale, refund, tax, receipt, customer contract, chargeback liability, complaints, delivery and consumer rights obligations for a Transaction.

Supplier: a seller, vendor, provider, manufacturer, fulfilment partner, reseller, distributor, service provider or other party whose goods or services are sold, supplied, promoted, introduced or settled through a Marketplace or through your use of the Platform Services.

Sub-Supplier: a third party beneath, behind or appointed by a Supplier, including a manufacturer, fulfilment provider, logistics provider, subcontractor, white-label provider or upstream supplier connected with the supply of goods or services.

Seller of Record: the person or business legally responsible for the underlying sale to the Customer. The Seller of Record may or may not be the same entity as the Marketplace Operator, Merchant of Record, Supplier or Sub-Merchant depending on the commercial model.

Split Payment: a configuration, instruction, workflow or reporting treatment under which all or part of a Transaction, settlement, commission, deduction, refund, chargeback, fee or payout is allocated between more than one party.

Settlement Rule: a rule, instruction, workflow or configuration that determines how amounts are allocated, deducted, delayed, offset, reported or paid out between Marketplace Operators, Merchants, Suppliers, Sub-Merchants, Swan Pay, Payment Partners or other parties.

Reserve: a rolling reserve, fixed reserve, holdback, delayed settlement, negative balance reserve, risk reserve or other amount withheld, delayed or required by a Payment Partner, Swan Pay or another party to manage risk, refunds, chargebacks, fees, fines, negative balances or other liabilities.

4. Platform Services

1. Swan Pay will use reasonable skill and care to provide the Platform Services materially in accordance with this Agreement and any applicable service description or order form.
2. The Platform Services may include current and future modules, including merchant portal features, payment links, subscriptions, reporting, reconciliation, split-payment configuration, marketplace tools, contract automation, notifications, APIs, developer tools, ecommerce integrations, accounting integrations, open banking modules, payment method modules, orchestration modules and other functionality that Swan Pay may make available from time to time.
3. Swan Pay may modify, improve, suspend, replace, withdraw or discontinue features, integrations, modules, APIs or workflows where reasonably required for product development, security, compliance, provider requirements, legal reasons, commercial reasons or operational reasons.
4. Swan Pay does not warrant that the Platform Services will be uninterrupted, error-free, compatible with every third-party system, immune from cyber risk, or available in every jurisdiction or for every business model.
5. Beta, pilot, test, preview or experimental features are provided on an “as is” basis and may be changed or withdrawn at any time.
6. A feature is available to you only when Swan Pay has enabled it for your account or expressly agreed to provide it. References to marketplace, split-payment or settlement functionality do not mean that all such functionality is available to all users or approved for all business models.

5. Payment Partner Terms and merchant obligation to read them

1. You acknowledge and agree that regulated payment services are supplied by the relevant Payment Partner and not by Swan Pay.
2. You must read, understand, accept and comply with all applicable Payment Partner Terms before using any payment processing or payment method connected with the Platform Services.
3. Where Adyen is the relevant Payment Partner, you must read and comply with Adyen’s applicable merchant terms, service descriptions, payment method terms, additional services terms, data processing terms, prohibited and restricted business rules, scheme rules and any onboarding or risk requirements made available to you.
4. You are responsible for ensuring that each Sub-Merchant reads, understands, accepts and complies with the applicable Payment Partner Terms before using any connected payment processing or payout services.
5. If there is any conflict between this Agreement and Payment Partner Terms in relation to regulated payment services, settlement, safeguarding, KYC, AML, sanctions, payment processing, chargebacks, reserves, payment method rules, scheme rules, payment blocks, fraud controls, FX conversion or payout timing, the Payment Partner Terms will prevail to the extent of the conflict.
6. Swan Pay may require you or any Sub-Merchant to confirm acceptance of Payment Partner Terms, provide further information, complete onboarding steps or re-confirm details at any time. Failure to do so may result in suspension or termination of access to payment functionality.
7. You must not represent to any Supplier, Sub-Supplier, Customer or other third party that Swan Pay or Adyen has approved, endorsed, guaranteed, underwritten or accepted responsibility for your business model, sale terms, Supplier relationship or Customer obligations unless Swan Pay has expressly confirmed this in writing.

6. Onboarding, KYC, AML and risk checks

1. You must provide complete, accurate and up-to-date information about your business, owners, directors, controllers, authorised users, beneficial owners, products, services, trading names, websites, expected volumes, currencies, transaction types, fulfilment model, refund policy and any Sub-Merchants.
2. Swan Pay may collect information from you and transmit it to Payment Partners for onboarding, verification, monitoring, risk, compliance and operational purposes.
3. Swan Pay does not guarantee that you or any Sub-Merchant will be accepted, approved, verified or permitted to use any Payment Partner service, payment method, currency, jurisdiction, settlement account or payout service.
4. A Payment Partner may approve, reject, suspend, restrict, delay, terminate, withhold, review or impose conditions on your access to payment services at its discretion and in accordance with its own terms, regulatory obligations, risk policies and Applicable Law.
5. You must immediately notify Swan Pay of any material change to your business, ownership, control, trading activity, products, services, websites, payment flows, fulfilment model, chargeback profile, financial condition, regulatory status, sanctions exposure or Sub-Merchant base.
6. Where you operate a Marketplace or onboard Suppliers, you must carry out appropriate due diligence on each Supplier and Sub-Supplier in light of the relevant goods, services, countries, delivery model, refund profile and risk profile.
7. You must not use Swan Pay to process for undisclosed third parties, hidden Suppliers, disguised business models, unapproved sales channels, pass-through merchants, shell merchants, payment aggregation arrangements or any other structure not disclosed to Swan Pay and the relevant Payment Partner.
8. Swan Pay may require a Marketplace Operator, Supplier, Sub-Merchant or other participant to be separately identified, verified, approved, contracted, limited or removed before payment functionality is enabled or continued.

7. Transactions, payment approvals, blocks and declines

1. Swan Pay does not guarantee that any Transaction will be authorised, captured, processed, settled, paid out, refunded, reversed or completed.
2. Transactions may be blocked, declined, delayed, suspended, reversed, cancelled, investigated, subject to enhanced due diligence, subject to reserve, or otherwise affected by issuers, banks, Payment Partners, card schemes, payment method providers, fraud tools, sanctions screening, AML controls, risk rules, technical errors, insufficient funds, Customer authentication failures, 3D Secure outcomes, network outages, account restrictions or Applicable Law.
3. Swan Pay is not responsible for any loss, cost, claim, damage, revenue loss, cashflow impact, missed sale, contractual penalty, delay, customer complaint or business interruption arising from any blocked, declined, delayed, held, reversed, rejected, suspended or failed Transaction, except to the extent caused directly by Swan Pay’s fraud or wilful misconduct.
4. Any dashboard status, notification, balance, payout estimate, risk indication, settlement estimate or Transaction message displayed by Swan Pay is for operational guidance only and may be updated, corrected or superseded by Payment Partner records or scheme records.
5. You remain responsible for fulfilling orders, communicating with Customers, setting refund policies, managing disputes, satisfying consumer and business obligations, and ensuring that goods or services are supplied lawfully and in accordance with your own terms.
6. Where a Transaction relates to a Marketplace, a blocked, delayed, failed or reversed Transaction may affect one or more Marketplace Operators, Suppliers, Sub-Suppliers, Customers or settlement allocations. You remain responsible for managing the commercial consequences between those parties.

8. Settlement, payouts, reserves and funds

1. Unless expressly agreed in writing, Swan Pay does not hold, receive, safeguard, control or guarantee merchant funds, Customer funds, settlement funds, reserve funds or payout funds.
2. Settlement and payout timing, settlement currency, reserve requirements, rolling reserves, holdbacks, payout suspensions, negative balance recovery, settlement account requirements and fund release conditions are determined by the Payment Partner and applicable Payment Partner Terms.
3. You acknowledge that funds may be delayed, withheld, reserved, set off, frozen, seized, reversed or subject to investigation by Payment Partners, banks, card schemes, payment method providers, regulators, law enforcement, insolvency practitioners or other competent authorities.
4. Swan Pay is not liable for any delayed, withheld, frozen, reserved, reversed or failed payout, or for any shortfall caused by chargebacks, refunds, fines, fees, taxes, currency conversion, negative balances, rolling reserves, scheme fees, Payment Partner fees or bank charges.
5. You must maintain sufficient funds to cover refunds, chargebacks, fines, fees, reversals, negative balances, customer claims, taxes and other liabilities arising from your Transactions or Sub-Merchant Transactions.
6. Swan Pay may display split balances, settlement allocations, commissions, fees, reserves, pending amounts, payout estimates, supplier allocations or other calculated amounts. These are operational calculations only and may be adjusted for refunds, chargebacks, fees, fines, FX movements, Payment Partner corrections, tax treatment, negative balances or legal requirements.
7. No Supplier, Sub-Supplier, Customer or other third party obtains any proprietary interest, trust right, client money right or direct claim against Swan Pay merely because a settlement rule, split, payout estimate, supplier allocation or dashboard entry is configured or displayed in the Platform Services.
8. You are responsible for reconciling amounts shown in Swan Pay against Payment Partner reports, bank statements, invoices, tax records, supplier statements and your own accounting records.

9. Foreign exchange, currencies and cross-border charges

1. Transactions may involve multiple currencies, including Customer payment currency, processing currency, settlement currency, reporting currency and bank account currency.
2. Exchange rates may be set by Payment Partners, card schemes, issuing banks, acquiring banks, payment method providers, banking networks or other third parties. Swan Pay does not set, control or guarantee exchange rates unless expressly stated in a written pricing schedule.
3. Exchange rates may change between authorisation, capture, refund, chargeback, dispute, settlement, payout and reconciliation. The amount ultimately received or payable may differ from amounts displayed or estimated at an earlier stage.
4. You are responsible for all FX charges, currency conversion costs, cross-border charges, international card fees, scheme fees, issuer charges, acquiring charges, bank charges, spread, mark-up, pass-through fees, refund FX differences, chargeback FX differences and any other currency-related costs associated with Transactions.
5. Swan Pay is not liable for currency fluctuations, FX losses, conversion differences, spread, rate movements, delayed conversion, rate unavailability, Customer bank charges, intermediary bank charges or any loss caused by a Transaction being processed, refunded, charged back or settled in a different currency.
6. You must review applicable Payment Partner pricing, Adyen pricing where relevant, card scheme rules, payment method rules and your Swan Pay pricing schedule to understand currency and FX charges before enabling currencies, international payments or cross-border Transactions.
7. In a Marketplace model, FX differences may affect the Marketplace Operator, Supplier, Sub-Merchant, Customer, commission amount, refund amount, chargeback amount or payout amount differently. Swan Pay is not responsible for allocating FX gains or losses between marketplace participants unless expressly agreed in writing.

10. Fees, invoices and taxes

1. You must pay all Fees due under this Agreement, any order form, pricing schedule, invoice, Payment Partner Terms or other applicable commercial terms.
2. Fees may include Swan Pay platform fees, setup fees, subscription fees, transaction fees, usage fees, integration fees, support fees, API fees, marketplace fees, reporting fees, payment method fees, Payment Partner fees, pass-through fees, scheme fees, issuer fees, acquiring fees, FX charges, chargeback fees, refund fees, reserve charges, compliance fees and other costs associated with your use of the Platform Services or payment services.
3. Unless expressly stated otherwise, Fees are exclusive of VAT and other taxes. You are responsible for all VAT, sales tax, withholding tax, duties, levies, assessments and other taxes arising from this Agreement, your Transactions, your Sub-Merchants and your goods or services.
4. Swan Pay may deduct Fees from amounts payable to you where permitted by the relevant payment flow, Payment Partner configuration or written agreement. Otherwise Swan Pay may invoice you separately.
5. If you fail to pay Fees when due, Swan Pay may charge interest, recover collection costs, suspend access, restrict functionality, require prepayment, set off amounts owed, or terminate this Agreement.
6. Swan Pay may update Fees on notice where required due to Payment Partner changes, scheme changes, currency changes, regulatory changes, cost increases, new services, modified service scope or commercial changes.
7. You are responsible for determining whether amounts charged to Customers or deducted from Suppliers represent platform fees, supplier fees, commissions, referral fees, service fees, tax-inclusive amounts, tax-exclusive amounts, reimbursements, disbursements, agency payments or other legal/tax categories.
8. Swan Pay is not responsible for the VAT, sales tax, income tax, corporation tax, withholding tax, marketplace tax, digital services tax or other tax treatment of your Marketplace, Suppliers, Sub-Suppliers, Customers, commissions, refunds, chargebacks, fees or settlement allocations.

11. Chargebacks, refunds, reversals, disputes and fines

1. You are responsible for all chargebacks, refunds, reversals, disputes, retrieval requests, claims, fines, penalties, assessments, scheme fees, fraud losses, Customer complaints and negative balances arising from your Transactions or Sub-Merchant Transactions.
2. Swan Pay may provide operational tools or support to help you view, manage or respond to disputes, but Swan Pay does not decide dispute outcomes and does not guarantee that any chargeback or dispute will be won.
3. Payment Partners, card schemes, issuers, acquiring banks, payment method providers and other relevant bodies may determine dispute rights, evidence requirements, time limits, liability shifts, fees, fines and outcomes.
4. You must respond promptly to information requests, dispute evidence requests, fraud alerts, monitoring programmes, compliance reviews and chargeback documentation requirements.
5. If your chargeback, fraud, refund, dispute or complaint levels are unacceptable to Swan Pay, a Payment Partner, a payment method provider, a card scheme or any regulator, Swan Pay may suspend or terminate your access, require remedial action, restrict payment methods, impose limits or require reserves.
6. In a Marketplace model, you are responsible for deciding and documenting how refunds, partial refunds, chargebacks, representment evidence, chargeback losses, reversals, fines, fees and negative balances are allocated between the Marketplace Operator, Supplier, Sub-Supplier and any other relevant party.
7. Swan Pay may recover, deduct, reverse or allocate chargeback, refund, fine, fee, dispute or negative balance amounts from available balances, future settlements, reserves or other amounts where permitted by the applicable payment flow, Payment Partner Terms, this Agreement or written commercial terms.
8. Swan Pay is not responsible for recovering amounts from Suppliers, Sub-Suppliers, Customers or other marketplace participants on your behalf unless expressly agreed in writing.

12. Merchant responsibilities

1. You must use the Platform Services only for lawful business purposes and in accordance with this Agreement, Applicable Law, Payment Partner Terms, Card Scheme Rules, documentation and reasonable instructions issued by Swan Pay.
2. You are responsible for your products, services, pricing, sales terms, fulfilment, delivery, customer service, refunds, cancellations, consumer rights, tax, accounting, regulatory permissions, marketing, websites, apps, Sub-Merchants and business conduct.
3. You must not use the Platform Services for prohibited, restricted, illegal, fraudulent, misleading, high-risk or abusive activity, or for any business that Swan Pay or a Payment Partner reasonably considers unacceptable.
4. You must ensure that your websites, apps, invoices, checkout pages, payment links and customer communications clearly identify the seller, describe goods and services accurately, include relevant terms, contain refund and delivery information, and comply with consumer protection, ecommerce, tax, privacy and advertising laws.
5. You must not misrepresent your relationship with Swan Pay, Adyen, Payment Partners, banks, card schemes or payment method providers.
6. You are responsible for all activity under your account and for ensuring that Authorised Users comply with this Agreement.
7. You must clearly identify to Customers, before purchase where required, the legal seller, Merchant of Record, applicable terms of sale, refund policy, delivery obligations, support contact, complaints process and any relevant Supplier or Marketplace Operator role.
8. You must ensure that Customer receipts, descriptors, invoices, order confirmations, checkout pages, payment pages and customer communications are not misleading about who is selling the goods or services and who is responsible for support, delivery, refunds, warranties and consumer rights.
9. You are responsible for ensuring that your arrangements with Suppliers and Sub-Suppliers give you all rights required to configure splits, withhold commissions, deduct fees, process refunds, respond to disputes, apply reserves, offset amounts and share data with Swan Pay and Payment Partners.

13. Marketplace, Merchant of Record and seller responsibility

1. Swan Pay is not the Merchant of Record, Seller of Record, seller, reseller, agent, commercial agent, distributor, fulfilment provider, supplier, trustee, fiduciary, escrow provider, client money holder or party to the underlying sale unless expressly agreed in a separate written agreement signed by Swan Pay.
2. Use of Swan Pay marketplace, split-payment, payment link, subscription, reporting, reconciliation, onboarding, dashboard or API functionality does not by itself determine who is Merchant of Record or Seller of Record for a Transaction.
3. The Marketplace Operator and/or Merchant must determine and document, before processing Transactions, whether the Marketplace Operator, a Supplier, a Sub-Merchant or another party is the Merchant of Record and Seller of Record for each relevant Transaction.
4. You are responsible for ensuring that the selected Merchant of Record and Seller of Record model is lawful, commercially accurate, disclosed where required, consistent with Payment Partner Terms, and reflected in your customer terms, supplier agreements, checkout disclosures, invoices, receipts, refund process and accounting treatment.
5. Where you are the Marketplace Operator but not the Merchant of Record or Seller of Record, you remain responsible to Swan Pay for your configuration of the Platform Services, your Supplier onboarding, your Settlement Rules, your data, your instructions, your fees, your platform obligations and your compliance with this Agreement.
6. Where a Supplier or Sub-Merchant is the Merchant of Record or Seller of Record, you must ensure that the Supplier or Sub-Merchant accepts the relevant obligations, Payment Partner Terms, tax responsibilities, refund responsibilities, chargeback responsibilities, customer support responsibilities and legal responsibilities before Transactions are processed.
7. Swan Pay may require evidence of your Merchant of Record model, customer terms, supplier terms, payment flow, settlement flow, refund flow, dispute flow, tax treatment and complaint process before enabling or continuing Marketplace functionality.
8. If Swan Pay reasonably considers that your Marketplace model is unclear, misleading, unlawful, inadequately documented, inconsistent with Payment Partner requirements, or creates unacceptable risk, Swan Pay may require changes, suspend functionality, restrict payment methods, require direct Supplier onboarding, impose limits, require reserves or terminate access.

14. Suppliers, Sub-Suppliers and marketplace participants

1. You are responsible for all Suppliers, Sub-Suppliers, Sub-Merchants and marketplace participants that you onboard, introduce, configure, settle, report on or otherwise enable through the Platform Services.
2. You must ensure that each Supplier and Sub-Merchant provides accurate onboarding information, complies with Applicable Law, accepts applicable Payment Partner Terms where required, complies with Swan Pay policies where applicable, and conducts business lawfully.
3. You are responsible for Supplier and Sub-Supplier product quality, service quality, delivery, fulfilment, refunds, cancellations, returns, warranties, consumer rights, product safety, tax, intellectual property rights, export controls, sanctions compliance and complaint handling to the extent relevant to your Marketplace model.
4. Swan Pay is not responsible for the acts, omissions, insolvency, fraud, breach, negligence, non-delivery, misdescription, tax failure, regulatory failure or customer dispute of any Supplier, Sub-Supplier, Sub-Merchant, Marketplace Operator or other participant.
5. Swan Pay may reject, suspend, restrict or remove any Supplier, Sub-Merchant or marketplace participant where required or reasonably appropriate for legal, compliance, risk, Payment Partner, scheme, fraud, reputational, operational or commercial reasons.
6. You must maintain written agreements with Suppliers and Sub-Merchants sufficient to support the payment flow, data flow, settlement flow, refund flow, dispute flow, tax treatment, reserve rights, offset rights, chargeback recovery rights and customer obligations relevant to your use of the Platform Services.
7. You must not add, substitute, hide or materially change Suppliers, Sub-Suppliers, products, services, websites, sales channels or fulfilment models without updating Swan Pay where the change is material to risk, compliance, onboarding, payment processing or settlement.

15. Sub-Merchants, marketplaces and split-payment functionality

1. Where you use the Platform Services to onboard, manage, configure, split funds for, report on, or otherwise support Sub-Merchants, you remain responsible for those Sub-Merchants and their use of the Platform Services to the extent permitted by law and applicable Payment Partner Terms.
2. You must ensure that each Sub-Merchant provides accurate onboarding information, complies with Applicable Law, accepts applicable Payment Partner Terms, complies with Swan Pay policies, and conducts business lawfully.
3. Swan Pay may reject, suspend, restrict or remove any Sub-Merchant where required or reasonably appropriate for legal, compliance, risk, Payment Partner, scheme, fraud, reputational, operational or commercial reasons.
4. Split-payment, marketplace, vendor payout and fund allocation tools are configuration and workflow tools. They do not make Swan Pay responsible for the underlying sale, supplier relationship, marketplace rule, tax treatment, commission calculation, legal entitlement to funds or regulatory status of any Merchant or Sub-Merchant.
5. You are responsible for verifying the legal and commercial basis for any split, commission, offset, deduction, payout, refund allocation or vendor settlement configured through the Platform Services.
6. You must not use marketplace or split-payment functionality in a way that causes Swan Pay to become a merchant of record, agent, trustee, fiduciary, regulated payment services provider, money remitter or holder of client money unless expressly agreed in a separate written agreement signed by Swan Pay.
7. Settlement Rules may include allocation of gross proceeds, net proceeds, marketplace commission, Swan Pay Fees, Payment Partner fees, supplier payouts, reserves, delayed payouts, offsets, refunds, chargebacks, negative balances and other deductions. You are responsible for configuring those rules accurately and lawfully.
8. Swan Pay may refuse to implement, may reverse, or may require amendment of any Settlement Rule or split-payment configuration that appears unlawful, inaccurate, unsupported by your supplier agreements, inconsistent with Payment Partner requirements, technically unsupported, commercially unclear or higher risk than disclosed.
9. A split-payment configuration is not evidence that the recipient is legally entitled to funds. Legal entitlement to funds must arise from your customer terms, supplier terms, marketplace terms, invoices, tax treatment and underlying commercial arrangements.
10. You must ensure that refunds, partial captures, partial refunds, cancellations, substitutions, supplier changes, multi-supplier baskets, chargebacks and post-transaction adjustments are handled consistently with your Settlement Rules and underlying legal arrangements.

16. Customer relationship and consumer/business obligations

1. Swan Pay is not responsible for Customers and does not become party to the contract between a Customer and any Merchant, Marketplace Operator, Supplier, Sub-Merchant or other seller.
2. You are responsible for ensuring that Customers receive all legally required information, including seller identity, product information, price, tax, delivery charges, refund rights, cancellation rights, complaint information, support contact details and any other required pre-contract or post-contract information.
3. You are responsible for Customer support, complaints, delivery issues, product issues, warranty claims, refund requests, cancellations, misdescription claims, fraud claims and disputes arising from the underlying goods or services.
4. You must not tell Customers that Swan Pay is responsible for goods, services, delivery, refunds, warranties, cancellation rights, tax invoices, chargeback outcomes or customer support.

17. Integrations, APIs and third-party services

1. The Platform Services may integrate with third-party systems such as ecommerce platforms, accounting systems, marketplaces, logistics platforms, open banking providers, payment method providers, customer relationship management systems and other software or services.
2. Third-party services are provided by their respective operators and are subject to those operators’ terms, policies, availability, security practices, data practices and fees. Swan Pay is not responsible for third-party services.
3. You authorise Swan Pay to access, transmit, receive, process and store data from third-party services where necessary to provide the Platform Services.
4. You are responsible for maintaining your third-party accounts, credentials, permissions, API keys, webhooks, plugins, apps, updates, hosting, websites, ecommerce settings, tax settings, security settings and integration configurations.
5. Swan Pay may impose API limits, security requirements, rate limits, authentication requirements, testing requirements, certification requirements or usage restrictions.
6. You must not reverse engineer, scrape, overload, interfere with, misuse, bypass, resell, sublicense, benchmark, copy or attempt to gain unauthorised access to the Platform Services, APIs, systems or data.

18. Security, PCI and account access

1. You must maintain appropriate technical and organisational security measures for your systems, devices, networks, websites, apps, credentials, staff access, Authorised Users, Sub-Merchant access and Customer data.
2. You must keep passwords, API keys, private keys, webhook secrets, access tokens and credentials confidential and secure. You must promptly notify Swan Pay of any suspected compromise or unauthorised access.
3. You must comply with applicable PCI DSS obligations and any security requirements imposed by Swan Pay, Payment Partners, card schemes or payment method providers.
4. Swan Pay may require multi-factor authentication, access controls, user permission management, credential rotation, security reviews, vulnerability remediation or other measures as a condition of access.
5. You are responsible for all instructions, configurations, refunds, payouts, splits, user changes, API calls and actions made through your account, whether authorised by you or caused by your failure to secure your account, except to the extent caused directly by Swan Pay’s fraud or wilful misconduct.

19. Data protection and confidentiality

1. Each party must comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018, to the extent applicable.
2. Swan Pay may process personal data as controller, processor or joint participant depending on the nature of the processing. The parties may enter into a separate Data Processing Addendum where required.
3. You warrant that you have all necessary rights, notices, consents, lawful bases and permissions to provide Your Data to Swan Pay and Payment Partners and to allow Swan Pay and Payment Partners to process it for onboarding, verification, payments, reporting, compliance, risk, support, analytics, fraud prevention and service improvement purposes.
4. You must not provide special category data, unnecessary personal data or excessive data to Swan Pay unless expressly required for the Platform Services or Payment Partner onboarding.
5. Each party must keep confidential information received from the other party confidential and use it only for purposes connected with this Agreement, except where disclosure is required by law, regulators, Payment Partners, card schemes, auditors, professional advisers or competent authorities.

20. Intellectual property

1. Swan Pay and its licensors own all intellectual property rights in and to the Platform Services, software, dashboard, APIs, documentation, designs, workflows, templates, reports, analytics structures, know-how, branding and service improvements.
2. Subject to this Agreement, Swan Pay grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform Services for your internal business purposes during the term of this Agreement.
3. You retain ownership of Your Data. You grant Swan Pay a licence to host, use, process, transmit, display, store, copy, adapt and analyse Your Data as necessary to provide, secure, support, improve and operate the Platform Services and to comply with Applicable Law and Payment Partner requirements.
4. Swan Pay may use aggregated, anonymised or statistical data derived from use of the Platform Services for analytics, benchmarking, product development, risk monitoring, service improvement and commercial reporting, provided it does not identify you or Customers except as permitted by law or contract.
5. You must not remove, obscure or alter Swan Pay branding, copyright notices, proprietary notices or security features except as expressly permitted.

21. Service availability and support

1. Swan Pay will use commercially reasonable efforts to maintain Platform Services availability, but does not guarantee continuous or uninterrupted availability.
2. The Platform Services may be unavailable due to planned maintenance, emergency maintenance, third-party outages, Payment Partner outages, hosting failures, cyber incidents, network failures, API changes, regulatory requirements, force majeure events or other circumstances.
3. Swan Pay may provide support by email, ticket, chat, telephone, documentation or other channels as determined by Swan Pay. Support levels may vary according to plan, order form or commercial arrangement.
4. Swan Pay is not responsible for outages, errors, delays, data issues or failed Transactions caused by third-party services, Payment Partners, issuers, acquirers, card schemes, banks, payment method providers, hosting providers, ecommerce platforms, accounting systems, Customer devices or your systems.

22. Suspension and restrictions

1. Swan Pay may suspend, restrict or limit access to all or part of the Platform Services immediately if Swan Pay reasonably believes that:
   • you or a Sub-Merchant have breached this Agreement, Payment Partner Terms or Applicable Law;
   • continued access creates legal, regulatory, fraud, security, financial, reputational or operational risk;
   • a Payment Partner, card scheme, bank, regulator, payment method provider or competent authority requires or recommends suspension;
   • you fail to pay Fees or maintain required information;
   • your account is compromised or suspected to be compromised;
   • your chargeback, fraud, dispute, refund, complaint or risk profile is unacceptable;
   • you fail to provide requested KYC, AML, sanctions, tax, ownership, transaction, fulfilment or business information; or
   • Swan Pay needs to protect the Platform Services, other users, Customers, Payment Partners or the integrity of payment systems.
2. Suspension may affect your ability to process Transactions, access data, issue refunds, onboard Sub-Merchants, configure integrations, receive notifications or use other functionality.
3. Swan Pay will use reasonable efforts to notify you of suspension unless doing so would be unlawful, compromise security, prejudice an investigation, breach Payment Partner requirements or expose Swan Pay to risk.

23. Term and termination

1. This Agreement begins when you first accept it, sign an order form, create an account, access the Platform Services or otherwise use the Platform Services.
2. Either party may terminate this Agreement in accordance with any applicable order form or, if no specific term applies, by giving at least 30 days’ written notice.
3. Swan Pay may terminate this Agreement immediately if you materially breach it, fail to pay Fees, become insolvent, cease trading, use the Platform Services unlawfully, create unacceptable risk, fail onboarding, lose Payment Partner approval, breach Payment Partner Terms, or where termination is required by a Payment Partner, card scheme, regulator, law or competent authority.
4. Termination does not affect accrued rights, payment obligations, confidentiality, liability limitations, indemnities, data provisions, audit rights, dispute provisions or any clauses intended to survive termination.
5. After termination, Swan Pay may disable access to the Platform Services. You remain responsible for chargebacks, refunds, disputes, reversals, fees, fines, taxes, negative balances and liabilities arising before or after termination in connection with prior Transactions.
6. Termination or suspension may also affect Suppliers, Sub-Merchants, Sub-Suppliers, Customer refunds, pending payouts, Settlement Rules, dashboard access, reporting, API access and integrations. You remain responsible for managing the commercial and customer impact of termination or suspension.

24. Warranties and disclaimers

1. Each party warrants that it has authority to enter into this Agreement.
2. Except as expressly stated in this Agreement, the Platform Services are provided on an “as is” and “as available” basis.
3. Swan Pay does not warrant that the Platform Services will increase sales, reduce costs, prevent fraud, avoid chargebacks, ensure compliance, guarantee approvals, guarantee settlement, meet all business requirements, operate with all third-party services, or be free from error, interruption, vulnerability or downtime.
4. Swan Pay does not provide legal, tax, accounting, regulatory, financial, investment, banking, compliance or payment institution advice. You should obtain your own professional advice where required.
5. Swan Pay does not warrant or confirm that your Marketplace model, Merchant of Record model, Seller of Record model, Supplier model, tax treatment, settlement model, customer terms or supplier terms are lawful, enforceable, complete or suitable for your business.

25. Liability

1. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under Applicable Law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
2. Subject to clause 25.1, Swan Pay will not be liable for loss of profit, loss of revenue, loss of sales, loss of business, loss of goodwill, loss of anticipated savings, loss of data, loss of use, business interruption, wasted expenditure, indirect loss, consequential loss, special loss, exemplary loss or punitive damages.
3. Subject to clause 25.1, Swan Pay will not be liable for losses arising from Payment Partner acts or omissions, blocked payments, declined Transactions, delayed settlement, frozen funds, reserves, chargebacks, refunds, disputes, scheme fines, issuer decisions, Customer bank charges, FX movements, currency conversion, third-party outages, integration failures, your systems, your products or services, Sub-Merchant conduct, Customer claims or regulatory action not caused directly by Swan Pay.
4. Subject to clause 25.1, Swan Pay’s total aggregate liability arising out of or in connection with this Agreement will not exceed the greater of: (a) the Swan Pay platform fees paid by you to Swan Pay in the three months immediately preceding the event giving rise to the claim; or (b) GBP 1,000. This cap does not include Payment Partner fees, pass-through fees, scheme fees, interchange, chargeback amounts, refunds, reserves, settlement amounts or taxes.
5. The parties agree that the liability limitations are reasonable given the nature of Swan Pay’s role as a technology platform provider and the separate role of Payment Partners in providing regulated payment services.
6. Subject to clause 25.1, Swan Pay will not be liable for losses arising from Marketplace structure, Merchant of Record classification, Seller of Record classification, Supplier disputes, Sub-Supplier disputes, customer misdescription claims, delivery failure, product liability, tax treatment, supplier insolvency, supplier fraud, incorrectly configured Settlement Rules, commission calculations, supplier payout expectations or the legal entitlement of any party to funds, except to the extent caused directly by Swan Pay’s fraud or wilful misconduct.

26. Indemnity

1. You will indemnify and hold harmless Swan Pay, its directors, officers, employees, contractors, group companies and licensors from and against all claims, losses, liabilities, damages, fines, penalties, costs and expenses arising from or connected with:
   • your breach of this Agreement, Applicable Law, Payment Partner Terms or Card Scheme Rules;
   • your products, services, websites, apps, marketing, fulfilment, refunds, cancellations, Customers or Sub-Merchants;
   • chargebacks, refunds, reversals, disputes, fraud, fines, negative balances, taxes, Customer claims or Sub-Merchant claims;
   • inaccurate onboarding information, failure to update information or failure to provide requested information;
   • your use or misuse of the Platform Services, APIs, integrations or third-party services;
   • data provided by you, including unlawful processing or inadequate notices, consents or lawful bases;
   • your negligence, fraud, wilful misconduct or unlawful conduct; and
   • any allegation that Your Data, business, products, services or instructions infringe third-party rights.
2. Swan Pay may control the defence or settlement of any claim covered by your indemnity where Swan Pay reasonably considers this necessary to protect its interests.
3. Your indemnity includes claims, losses, liabilities, fines, penalties, costs and expenses arising from or connected with your Marketplace model, Merchant of Record model, Supplier agreements, Sub-Supplier arrangements, Settlement Rules, commission deductions, supplier payouts, customer disclosures, tax treatment, supplier disputes, customer disputes and any allegation that Swan Pay is responsible for the underlying sale or marketplace obligations.

27. Compliance, audit and information requests

1. You must promptly provide information, documents, records and assistance reasonably requested by Swan Pay, Payment Partners, auditors, regulators, card schemes, banks or payment method providers in connection with onboarding, monitoring, compliance, tax, disputes, fraud, AML, sanctions, risk, security, audits or investigations.
2. Swan Pay may monitor account activity, Transaction patterns, Sub-Merchant activity, platform usage, risk indicators, chargeback levels, refund levels and other operational data to protect the Platform Services and comply with Payment Partner requirements.
3. You must maintain accurate records relating to Transactions, Customers, Sub-Merchants, fulfilment, refunds, complaints, tax and compliance for at least six years or any longer period required by Applicable Law or Payment Partner Terms.

28. Changes to this Agreement

1. Swan Pay may update this Agreement from time to time to reflect product changes, Payment Partner requirements, regulatory changes, scheme changes, operational changes, new modules, new payment methods, new currencies, new jurisdictions, security requirements or commercial changes.
2. Swan Pay will provide notice of material changes by email, dashboard notice, website notice or other reasonable method. Continued use of the Platform Services after changes take effect constitutes acceptance of the updated Agreement.
3. If you do not agree to updated terms, you must stop using the Platform Services before the effective date of the change. Termination will not affect liabilities already incurred.

29. Notices

1. Swan Pay may send notices to the email address, dashboard account, registered address or other contact details associated with your account.
2. You must send legal notices to Swan Pay Limited at 1 Charterhouse Mews, London, England, EC1M 6BB and by email to info@swan-pay.com or any other legal notice address published by Swan Pay from time to time.
3. You must keep your contact details up to date. Notices sent to your last notified details will be deemed received even if you fail to monitor them.

30. General

1. You may not assign, transfer, subcontract or delegate this Agreement without Swan Pay’s prior written consent. Swan Pay may assign or transfer this Agreement to a group company, successor, purchaser, investor, acquirer or business transferee.
2. Nothing in this Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship, agency relationship, trustee relationship or merchant-of-record relationship between Swan Pay and you unless expressly agreed in a separate written agreement.
3. If any provision is invalid or unenforceable, the remaining provisions will remain in force and the invalid provision will be replaced or interpreted to achieve the closest lawful commercial effect.
4. Failure to enforce a provision is not a waiver. A waiver must be in writing.
5. This Agreement, together with incorporated documents and order forms, constitutes the entire agreement between Swan Pay and you in relation to the Platform Services.
6. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999, except that Swan Pay affiliates, directors, officers, employees, contractors, licensors and Payment Partners may enforce provisions intended to benefit them.
7. This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that Swan Pay may seek injunctive, protective or debt recovery relief in any competent jurisdiction.

Schedule 1 – Acceptable Use Policy

You must not use the Platform Services, or permit any Sub-Merchant to use the Platform Services, for any activity that Swan Pay or a Payment Partner considers unlawful, restricted, prohibited, misleading, harmful, abusive or unacceptable.

• Illegal goods or services;
• fraudulent, deceptive or misleading activity;
• sanctions evasion, money laundering, terrorist financing or circumvention of controls;
• goods or services that infringe intellectual property or privacy rights;
• unsafe, counterfeit, stolen or unauthorised goods;
• regulated goods or services without required permissions;
• high-risk financial, gambling, adult, weapons, controlled substance or other restricted categories unless expressly approved;
• activity that causes excessive chargebacks, fraud, refunds, complaints or reputational risk;
• misuse of payment links, subscriptions, split payments, APIs or integrations;
• attempts to test stolen cards, enumerate cards, launder transactions, disguise merchant identity or process for undisclosed third parties.

Swan Pay may update this Acceptable Use Policy from time to time. Payment Partner prohibited and restricted business rules may be stricter than this policy and will apply in addition to it.

Schedule 2 – Payment Partner and Adyen responsibility notice

Swan Pay provides platform technology. Regulated payment processing, acquiring, settlement, safeguarding, KYC/AML checks, sanctions screening, fraud controls, scheme compliance, payment method rules, reserves, chargebacks and payouts may be provided by Adyen or another authorised Payment Partner under separate terms. You must read and comply with those Payment Partner Terms. Swan Pay is not responsible for payment approvals, blocked payments, declined payments, settlement delays, frozen funds, reserves, chargebacks, issuer decisions, scheme decisions, FX rates or Payment Partner decisions except to the extent expressly stated in Swan Pay’s agreement.

Schedule 3 – FX and currency risk notice

Where a Transaction involves more than one currency, exchange rates and charges may be applied by Payment Partners, card schemes, issuers, acquiring banks, banking networks, payment method providers or other third parties. Rates can change between authorisation, capture, refund, chargeback and settlement. The final amount received or payable may therefore differ from any estimate shown in the Swan Pay dashboard. You are responsible for reviewing applicable pricing and understanding FX charges, conversion spread, cross-border charges, refund differences and chargeback differences before enabling international or multi-currency Transactions.

Schedule 4 – Marketplace acknowledgement for tick-box onboarding

If Swan Pay presents this Agreement inside the Swan Pay environment for acceptance, Swan Pay may also require the Merchant, Marketplace Operator or relevant Authorised User to confirm the following acknowledgements:

I/We confirm on behalf of the Merchant that Swan Pay provides platform technology and is not automatically the Merchant of Record, Seller of Record, acquirer, payment institution, bank, escrow provider or holder of client money.

I/We confirm on behalf of the Merchant that Adyen or another Payment Partner may provide regulated payment processing, acquiring, settlement, KYC/AML checks, risk controls, chargeback handling, reserves and payout services under separate Payment Partner Terms.

I/We confirm on behalf of the Merchant that, where the Merchant uses Swan Pay for a Marketplace, the Merchant is responsible for determining and documenting who is the Merchant of Record and Seller of Record for each Transaction.

I/We confirm on behalf of the Merchant that the Merchant is responsible for Suppliers, Sub-Merchants, Sub-Suppliers, Customers, products, services, delivery, refunds, chargebacks, tax, customer disclosures, supplier agreements and Settlement Rules connected with its Marketplace.

I/We confirm on behalf of the Merchant that split-payment and settlement tools are configuration and workflow tools and do not make Swan Pay responsible for the underlying sale, supplier relationship, tax treatment, commission calculation or legal entitlement to funds.

I/We confirm that I am authorised to accept this Agreement on behalf of the Merchant, that the Merchant agrees to be bound by it, and that the Merchant will ensure that applicable Suppliers, Sub-Merchants and marketplace participants comply with the relevant terms.

 

Schedule 5 – Additional services

Open Banking: Where Swan Pay enables open banking functionality, the relevant open banking provider, bank or authorised payment institution may provide regulated account information or payment initiation services under separate terms. Swan Pay is not responsible for bank approval, customer authentication, bank availability, payment execution or account access decisions.

Payment orchestration: Where Swan Pay enables orchestration functionality, Swan Pay may provide routing, configuration, reporting, retry, failover, optimisation or decisioning tools. Orchestration does not guarantee lower costs, increased approval rates, successful payment processing or uninterrupted provider availability.

Contact Details
Swan Pay Limited Company Number: 13336216 Registered Office: 1 Charterhouse Mews London EC1M 6BB United Kingdom General

enquiries: info@swan-pay.com Legal notices: info@swan-pay.com