Introduction

Welcome to ParlyPay! These Terms and Conditions (“Terms”) govern your access to and use of our services, including remittances, FX currency conversion, installment payments, virtual currency cards, and subscription payments (collectively, the “Services”). By using ParlyPay, you agree to be bound by these Terms. Please read them carefully.

1. Definitions

ParlyPay: The cross-border payment platform provided by Mysparklite LLC.
User: Any individual or business that uses the services.
Remittance: The transfer of money from one party to another.
FX Currency Conversion: The service of converting one currency to another.
Installment Payments: Payments made in regular intervals over a specified period.
Virtual Currency Card: A digital card issued in USD, GBP, or EUR for online transactions.
Subscription Payment: Regular automatic payments for recurring services.
AML: anti-money laundering.

2. Liability for Losses

2.1Loss Liability

ParlyPay shall not be held liable for financial losses incurred by businesses (“Sellers”) or individuals (“Buyers”) that arise from actions beyond its reasonable control. Users (Sellers and Buyers) are expected to take proactive steps to mitigate potential losses.

2.1.1 Liability and User Responsibility

Users are solely responsible for ensuring the legitimacy of their transactions and counterparties. Parlypay does not mediate disputes beyond providing transaction records and compliance with legal requirements.
If a user engages in any fraudulent activities, they agree to indemnify and hold Parlypay harmless from any resulting claims, losses, or legal actions.
Users acknowledge that Parlypay may, at its sole discretion, freeze or terminate accounts linked to suspicious activities without prior notice.

2.2 Account Reserves

ParlyPay reserves the right to hold reserves on accounts to address potential liabilities, including negative balances or anticipated losses. Users acknowledge that such reserves are intended as precautionary measures and do not constitute punitive action.

2.3 Account Balance Responsibility

Users are responsible for maintaining sufficient balances in their accounts to meet obligations. ParlyPay reserves the right to offset negative balances by utilizing available funds in the user’s account.

3. Onboarding and Compliance

3.1 User Review

All Sellers and Buyers must undergo an onboarding process to verify their identity, eligibility, and compliance with applicable laws. ParlyPay reserves the right to deny access to users involved in restricted business activities, selling prohibited products, or engaging in unlawful transactions.

3.1.1 Eligibility Criteria

To use Parlypay, you must meet the following eligibility requirements:

Be a corporate business entity or an individual remote gig worker operating in a jurisdiction where Parlypay is legally permitted to provide services.
Be at least 18 years of age or the legal age of majority in your jurisdiction.
Provide accurate and verifiable information during registration, including valid government-issued identification and business registration documents (if applicable).
Not be listed on any government or international sanctions or watch lists.
Use the platform solely for lawful purposes, without engaging in any prohibited activities such as money laundering, terrorism financing, or fraud.

3.2 Compliance Requirements

Users must provide accurate, complete, and truthful information during the onboarding process. ParlyPay may request additional documentation to ensure ongoing compliance with applicable policies and regulations.

3.2.1 Prohibited Activities

Users agree not to engage in any fraudulent or abusive activities, including but not limited to:

Excessive Chargebacks:

Users who repeatedly initiate chargebacks without valid grounds may have their accounts flagged for fraudulent behavior and be subject to penalties, including account suspension or termination.

Fake or Abusive Refund Requests:

Users attempting to obtain refunds after receiving goods or services without valid justification will be liable for penalties, including potential legal action.

Dispute Escalation Trends:

Users exhibiting a high frequency of disputes relative to their transaction volume will be subject to review. Parlypay reserves the right to impose restrictions, hold funds, or terminate accounts associated with excessive disputes.

Seller Abuse:

Users engaging in fraudulent seller practices, such as withholding funds, making fake non-delivery claims, or engaging in deceptive practices, will be permanently banned from the platform.

3.3 Compliance with Local and International Regulations

Parlypay operates under stringent compliance with local and international regulations, including but not limited to:

Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) laws.
Financial Crimes Enforcement Network (FinCEN) requirements for Money Service Businesses (MSBs).
Central Bank of Nigeria (CBN) licensing and other relevant regulatory frameworks in jurisdictions where Parlypay operates.

By using Parlypay, you agree to:

Adhere to all applicable local and international laws governing cross-border payments and money transfers.
Provide all necessary documentation for compliance with Know Your Customer (KYC) and verification processes.
Avoid any misuse of the platform for illegal activities.

4. Risk Monitoring and Detection

4.1 Ongoing Risk Monitoring

ParlyPay employs advanced monitoring systems to detect unusual activity or transactions indicative of potential losses or fraud across both Seller and Buyer accounts.

4.2 Risk Alerts and Actions

When risk indicators are identified, ParlyPay may suspend, restrict, or take other appropriate action on affected accounts to minimize exposure to losses or fraudulent activities.

5. Risk Mitigation Actions

5.1 Use of Risk Management Tools

ParlyPay, at its discretion, will utilize available tools and methodologies to mitigate risks. These actions aim to balance loss prevention with minimal disruption to Sellers and Buyers.

5.2 Proportionality in Action

Efforts to manage risk will prioritize proportionality, ensuring measures are appropriate to the level of identified risk. However, ParlyPay disclaims liability for disruptions caused by necessary actions to safeguard platform integrity.

6. Communication Regarding Risk Actions

6.1 Notification of Actions

Sellers and Buyers will be notified promptly if their accounts are subject to restrictions or other actions due to risk-related concerns or fraud prevention measures.

6.2 Explanation and Next Steps

ParlyPay will provide an explanation of the reasons behind such actions and outline the necessary steps for the affected party to address the identified issues.

7. Remediation and Resolution

7.1 Information Provision

Users agree to furnish all requested information to facilitate remediation efforts, allowing ParlyPay to restore account functionality or compliance status.

7.2 Timely Support

ParlyPay is committed to supporting users in resolving issues promptly, provided users actively cooperate and fulfill their obligations during the remediation process.

8. Support for Payment and Risk Inquiries

8.1 Dedicated User Support

ParlyPay will provide dedicated support channels to address inquiries from Sellers and Buyers regarding payments, account status, or risk management.

8.2 Education on Risk Processes

Users will receive guidance and educational resources regarding ParlyPay’s risk management processes, including how to avoid potential risks and achieve compliance.

8.3 Exclusion of Liability

ParlyPay’s support and guidance do not constitute legal or financial advice. Sellers and buyers remain independently responsible for their own compliance, financial management, and adherence to applicable laws. Users agree to indemnify and hold ParlyPay, its affiliates, and partners harmless from any claims, liabilities, or damages arising from the misuse of the ParlyPay platform or violations of these Terms and Conditions.

PARLYPAY B2B TERMS OF USE AND CONDITIONS

Effective Date: 26 August 2026
Last Updated: 18 August 2026

These B2B Terms of Use and Conditions (“Terms“) govern access to and use of ParlyPay’s platform, applications, APIs, payment-processing services, transaction-management tools, business workflow services, compliance systems, and related products (collectively, the “Services“).

These Terms constitute a legally binding agreement between ParlyPay [Legal Entity Name] (“ParlyPay,” “we,” “us,” or “our“) and the business, organisation, or other legal entity accessing or using the Services (“Customer,” “you,” or “your“).

By creating an account, accepting these Terms, submitting a transaction, authorising a payment, accepting a purchase order, approving a milestone, initiating a refund, or otherwise using the Services, you confirm that you have authority to bind the applicable business or organisation and agree to these Terms.

These Terms are intended primarily for business-to-business (B2B) transactions. Unless expressly stated otherwise, ParlyPay does not act as the buyer, seller, manufacturer, distributor, importer, exporter, service provider, professional adviser, insurer, guarantor, or counterparty to the underlying commercial transaction.

1. PURPOSE AND ROLE OF PARLYPAY

ParlyPay provides technology and payment-processing infrastructure designed to help businesses create, manage, approve, monitor, document, and settle commercial transactions.

Depending on the applicable product, jurisdiction, transaction structure, and banking-partner arrangement, the Services may include:

Purchase order management;
Invoice management;
Payment initiation;
Payment processing;
Agent-of-the-payee payment collection;
Transaction approvals;
Milestone management;
Fulfilment tracking;
Document and evidence management;
Reconciliation;
Dispute management;
Refund processing;
Fraud and risk monitoring;
Compliance screening;
Business identity verification;
Transaction reporting;
Payment and settlement orchestration; and
AI-assisted transaction administration through Parlo AI.

ParlyPay facilitates the commercial and payment workflow between the parties. The underlying commercial contract remains between the buyer and seller.

ParlyPay does not guarantee that a buyer will pay, a seller will perform, goods will be delivered, services will be satisfactory, documents will be genuine, or that either party will comply with its contractual obligations.

2. AGENT-OF-THE-PAYEE AND PAYMENT PROCESSING MODEL

Where applicable to a transaction, the seller or other party legally entitled to receive payment (“Payee“) may appoint or authorise ParlyPay to act as its payment-processing agent for the limited purpose of facilitating collection and processing of payments owed to that Payee in connection with an identified commercial transaction.

Under such an arrangement:

The Payee remains the party to whom the underlying commercial obligation is owed.
The Buyer remains responsible for paying the Payee in accordance with the agreed commercial terms.
ParlyPay facilitates the payment process on behalf of the payee and within the scope authorised by the applicable transaction and banking arrangements.
ParlyPay does not become the purchaser or seller of the underlying goods or services.
ParlyPay does not assume the Payee’s contractual obligations to the Buyer.
ParlyPay does not assume the Buyer’s contractual obligations to the Payee.
Payment processing does not constitute an endorsement, warranty, guarantee, certification, or representation by ParlyPay regarding the underlying goods, services, documents, counterparty, or commercial transaction.
Payment instructions must relate to a legitimate underlying commercial transaction and may be rejected where they do not satisfy ParlyPay’s requirements or the requirements of its financial institution and payment partners.

Where the applicable legal, regulatory, banking, or payment arrangement requires a different structure, ParlyPay may process the transaction through the applicable regulated financial institution, payment processor, banking partner, or other authorised provider.

The exact legal character of a payment arrangement depends upon the facts, contractual relationships, jurisdictions, and actual flow of funds. ParlyPay, therefore, does not represent that every transaction will be treated identically under every jurisdiction.

3. BUYER RESPONSIBILITIES

The Buyer is solely responsible for ensuring that every purchase, payment, instruction, approval, and transaction submitted through ParlyPay is accurate, authorised, lawful, and commercially legitimate.

The Buyer must:

Conduct appropriate due diligence on the Seller;
Verify the Seller’s identity and business information;
Confirm that the Seller is authorised to provide the goods or services;
Confirm the quantity, quality, specifications, pricing, currency, taxes, delivery terms, and payment terms;
Verify purchase orders and invoices before approval;
Ensure that employees have appropriate authority to approve transactions;
Maintain appropriate internal approval controls;
Verify bank and payment details before initiating payment;
Ensure sufficient funds are available;
Confirm milestone completion before approving milestone-based payments;
Review supporting documentation and evidence;
Promptly report suspected fraud or unauthorised activity;
Maintain accurate business and transaction records;
Comply with applicable import, export, tax, customs, sanctions, anti-bribery, AML, and other legal requirements; and
Ensure that transactions do not involve prohibited goods, services, businesses, jurisdictions, or activities.

The Buyer is responsible for mistakes arising from its own employees, contractors, agents, representatives, administrators, users, credentials, systems, integrations, approvals, or instructions.

4. SELLER RESPONSIBILITIES

The Seller is solely responsible for the accuracy, legality, quality, safety, authenticity, ownership, delivery, and performance of the goods or services it offers.

The Seller must:

Provide accurate business information;
Provide accurate descriptions and specifications;
Issue legitimate invoices;
Provide accurate payment instructions;
Confirm ownership or lawful authority to sell or provide the goods or services;
Fulfil accepted purchase orders;
Meet agreed delivery and performance milestones;
Provide appropriate shipping, tracking, delivery, service, or completion evidence;
Provide authentic and accurate documentation;
Comply with applicable tax, customs, import/export, sanctions, AML, anti-bribery, consumer protection, product safety, and industry requirements;
Promptly disclose material delays or inability to perform;
Cooperate with fraud, compliance, dispute, and payment investigations; and
Refund amounts properly determined to be refundable under the transaction terms or applicable law.

A Seller may not use ParlyPay to process payments for transactions that are fictitious, fraudulent, misleading, unlawful, unauthorised, or materially different from the transaction represented to ParlyPay or its financial partners.

5. TRANSACTION ACCURACY AND USER ERROR

ParlyPay relies on information, instructions, approvals, documents, data, and representations submitted by Customers and their authorised users.

You acknowledge that ParlyPay generally cannot independently determine whether the following are true:

A purchase order is commercially correct;
An invoice reflects the agreed price;
Goods conform to specifications;
Services have actually been performed;
A delivery was commercially satisfactory;
A milestone has genuinely been completed;
A Seller has made a false representation;
A Buyer has misunderstood its contractual obligations; or
An employee had internal authority to approve a transaction.

Accordingly, ParlyPay is not responsible for losses arising from inaccurate, incomplete, misleading, fraudulent, delayed, unauthorised, or negligent information, approvals, instructions, documents, or decisions supplied or made by a customer or its users.

This includes, to the maximum extent permitted by applicable law, mistakes, omissions, oversights, poor judgement, failure to perform due diligence, failure to verify information, incorrect payment details, incorrect amounts, duplicate payments, incorrect beneficiaries, incorrect invoices, missed deadlines, and failure to follow internal approval procedures.

Nothing in these Terms excludes liability that cannot lawfully be excluded, including liability arising from ParlyPay’s own fraud, wilful misconduct, or other liability that applicable law prohibits ParlyPay from limiting.

6. PURCHASE ORDERS, INVOICES AND COMMERCIAL RECORDS

Each transaction may contain a structured commercial record consisting of:

Purchase Order → Invoice → Approval → Fulfilment → Settlement → Reconciliation

Customers are responsible for ensuring that these records accurately reflect the underlying commercial agreement.

ParlyPay may use these records to automate workflow, risk checks, approvals, reconciliation, and payment processing.

ParlyPay’s creation, storage, or processing of a commercial record does not constitute verification that the underlying transaction is commercially valid unless ParlyPay expressly states otherwise.

7. MILESTONE-BASED PERFORMANCE

Where a transaction contains milestones, the Buyer and Seller agree that each milestone constitutes a contractual performance obligation between the parties.

A milestone may relate to:

Manufacturing;
Procurement;
Shipment;
Delivery;
Installation;
Inspection;
Acceptance;
Professional services;
Software development;
Construction;
Consulting;
Documentation;
Regulatory approval; or
Other agreed commercial performance.

Each milestone should identify, where applicable:

Required deliverable;
Responsible party;
Due date;
Performance criteria;
Required evidence;
Acceptance criteria;
Payment amount;
Applicable currency;
Approval authority; and
Consequences of failure or delay.

ParlyPay may provide workflow tools to record milestone completion and evidence.

Unless expressly agreed otherwise, ParlyPay does not independently guarantee or certify milestone performance.

The Buyer is responsible for determining whether a milestone has been satisfactorily completed.

The Seller is responsible for providing truthful and sufficient evidence of completion.

8. MILESTONE APPROVAL AND REMITTANCE MANDATE

Where a Buyer approves a milestone or payment through ParlyPay, that approval constitutes an instruction by the Buyer to proceed with the applicable payment process subject to:

Applicable transaction terms;
Available funds;
Fraud and risk controls;
Compliance requirements;
Payment-rail availability;
Banking-partner requirements; and
Any applicable review or hold.

The Seller authorises ParlyPay, where applicable, to process and remit amounts owed to the Seller through the designated payment channel and account specified for the transaction.

The Buyer acknowledges that an authorised payment instruction may become irreversible after submission to the applicable payment rail or financial institution.

Customers must therefore verify all payment information before providing final approval.

9. PAYMENT AND SETTLEMENT

ParlyPay may support payment through available payment rails and financial partners, including bank transfers, ACH, cards, instant payment systems, or other supported methods.

Payment availability depends on:

Jurisdiction;
Currency;
Customer eligibility;
Financial institution requirements;
Payment-rail availability;
Risk controls;
Compliance requirements; and
Third-party service availability.

ParlyPay does not guarantee uninterrupted availability of any particular payment rail or financial institution.

Where a transaction is subject to review, ParlyPay may delay processing until the review is completed.

10. RECONCILIATION

ParlyPay may compare the following:

Purchase order;
Invoice;
Approved amount;
Payment instruction;
Payment confirmation;
Fulfilment record;
Milestone;
Refund;
Adjustment; and
Settlement information.

Where discrepancies are identified, ParlyPay may flag the transaction for review.

Customers remain responsible for confirming the commercial accuracy of their records.

11. DISPUTES

ParlyPay may provide dispute-management tools to help Buyers and Sellers document and resolve transaction disagreements.

Disputes may include the following:

Non-delivery;
Late delivery;
Item not as described;
Damaged goods;
Defective goods;
Counterfeit allegations;
Incomplete services;
Failure to meet milestones;
Invoice disputes;
Duplicate payments;
Fraud allegations;
Unauthorised transactions; or
Other material contractual disagreements.

A dispute may require the following:

Purchase orders;
Contracts;
Invoices;
Communications;
Photographs;
Videos;
Shipping records;
Tracking information;
Inspection reports;
Proof of delivery;
Service records;
Milestone evidence; or
Other relevant documentation.

ParlyPay may facilitate communication and evidence management but does not automatically become the legal adjudicator of the underlying commercial contract.

Where ParlyPay is expressly authorised under a particular product, transaction agreement, or applicable law to make a transaction-management determination, the applicable dispute procedure will govern.

12. REFUNDS

Refunds may be initiated by:

Seller-authorised refund;
Buyer and Seller mutual agreement;
Payment-rail reversal;
Confirmed duplicate payment;
Confirmed fraud;
Compliance intervention;
Banking-partner instruction;
Applicable law; or
A determination made under the applicable transaction or dispute procedure.

Refunds are subject to payment-rail capabilities, available funds, applicable banking rules, compliance requirements, and the terms of the underlying transaction.

A refund may not always be instantaneous or technically reversible.

ParlyPay does not guarantee that a Seller will have sufficient funds available to satisfy a refund obligation.

13. FRAUD, SCAMS AND RECOVERY OF FUNDS

ParlyPay maintains fraud prevention, transaction monitoring, identity verification, sanctions screening, and risk controls.

Where ParlyPay determines, based on credible evidence and applicable internal procedures, that a customer, account, transaction, or beneficiary is associated with fraud, scam activity, theft, unauthorised activity, deception, prohibited conduct, or an attempt to obtain or retain funds unlawfully, ParlyPay may take immediate protective action.

To the maximum extent permitted by applicable law and the applicable payment, banking, and contractual arrangements, ParlyPay may:

Place a transaction on hold;
Restrict an account;
Suspend access;
Cancel pending transactions;
Reverse or recover funds;
Initiate payment reversals;
Request funds from a linked funding source;
Apply available balances toward an established recovery obligation;
Offset amounts owed to ParlyPay where legally permitted;
Cooperate with banks, payment processors, regulators, law enforcement, and other competent authorities;
Preserve evidence;
Submit required reports; and
Pursue civil recovery or other lawful remedies.

Where fraud or scam activity has been sufficiently confirmed under ParlyPay’s applicable investigation and risk procedures, ParlyPay may take these protective and recovery actions without obtaining additional permission from the affected account holder and, where legally permitted, without prior notice where advance notice could increase the risk of further loss, dissipation of funds, evidence destruction, fraud continuation, or regulatory non-compliance.

ParlyPay may provide notice after the action where legally and operationally appropriate.

“Confirmed” does not necessarily mean that a criminal court has entered a conviction. It may refer to a determination supported by evidence under ParlyPay’s applicable fraud, compliance, banking partner, payment network, or regulatory procedures.

ParlyPay will not exercise recovery rights arbitrarily and will maintain appropriate records supporting material recovery actions.

14. ACCOUNT RESTRICTIONS AND UNACCEPTED BUSINESS PRACTICES

ParlyPay may restrict, suspend, terminate, or decline an account or transaction where the customer, transaction, industry, jurisdiction, business model, goods, services, conduct, or activity is inconsistent with the following:

Applicable law;
Sanctions requirements;
Financial-crime controls;
ParlyPay’s prohibited-business policies;
Banking-partner requirements;
Payment-network rules;
Risk-management requirements;
Anti-bribery requirements;
Fraud-prevention requirements;
Acceptable-use standards; or
Other applicable financial-institution requirements.

This includes activity that ParlyPay or its banking partners reasonably determine to constitute an unacceptable business practice or unacceptable financial activity.

Such activity may include:

Fraud;
Scams;
Deceptive business practices;
Misrepresentation;
Counterfeit goods;
Sanctions evasion;
Money laundering;
Terrorist financing;
Unauthorised financial activity;
Prohibited goods or services;
Circumvention of payment controls;
Manipulation of transaction records;
Artificial transaction activity;
Undisclosed third-party payment activity;
Excessive payment returns;
Excessive disputes or chargebacks;
Activities that create unacceptable regulatory, legal, reputational, fraud, or financial risk.

15. BANKING AND FINANCIAL PARTNER REQUIREMENTS

ParlyPay may rely on banks, payment processors, payment networks, financial institutions, compliance providers, liquidity providers, wallet providers, and other regulated or specialised financial infrastructure providers.

These partners may impose requirements regarding:

Customer eligibility;
Transaction limits;
Permitted industries;
Geographic availability;
Source of funds;
Beneficiary information;
Transaction monitoring;
Payment reversals;
Account restrictions;
Reserve requirements;
Returns;
Fraud prevention;
Compliance reviews; and
Acceptable business activities.

Where an account or transaction violates, or is reasonably suspected of violating, applicable banking-partner requirements or accepted financial-services practices, ParlyPay may take action in alignment with the applicable banking or financial partner, including holding, declining, restricting, suspending, reversing, or terminating the relevant service or account.

Such decisions may be made without prior notice where immediate action is reasonably necessary to comply with law, protect funds, prevent fraud, satisfy a banking-partner requirement, or prevent financial or operational harm.

Where permitted, ParlyPay will provide appropriate notice and information regarding the action.

16. COMPLIANCE AND FINANCIAL CRIME CONTROLS

ParlyPay maintains risk-based controls designed to identify and mitigate the following:

Money laundering;
Terrorist financing;
Fraud;
Sanctions violations;
Identity theft;
Account takeover;
Payment abuse;
Scam activity;
Prohibited business activity; and
Other financial crime risks.

ParlyPay may perform:

Customer identification;
KYB/KYC;
Beneficial ownership verification;
Sanctions screening;
PEP screening;
Adverse media screening;
Transaction monitoring;
Device and behavioural risk analysis;
Source-of-funds reviews;
Enhanced due diligence; and
Regulatory reporting where required.

Customers must cooperate with reasonable compliance requests.

Failure to cooperate may result in account or transaction restrictions.

17. PARLO AI

Parlo AI is ParlyPay’s AI-assisted transaction and operational intelligence layer.

Parlo AI may assist with:

Transaction preparation;
Document analysis;
Risk identification;
Workflow management;
Compliance workflow assistance;
Dispute evidence organisation;
Reconciliation;
Customer support;
Milestone tracking;
Operational recommendations; and
Other authorised platform functions.

Parlo AI does not replace the contractual responsibilities of Buyers or Sellers.

Parlo AI may identify risks, recommend actions, request information, or escalate matters.

Unless expressly authorised under a specific workflow and applicable controls, Parlo AI does not independently make irreversible financial decisions or move funds without the required authorisation and control framework.

AI-generated information may contain errors. Customers remain responsible for reviewing material AI-generated information before relying upon it.

18. USER AUTHORITY AND ORGANISATIONAL CONTROLS

Customers are responsible for managing their organisational users.

ParlyPay may support the following:

Buyer roles;
Seller roles;
Organisation Administrator roles;
Approval hierarchies;
Spending limits;
Transaction permissions;
Employee invitations;
Segregation of duties;
Multi-level approvals; and
Audit logs.

The Organisation Administrator is responsible for ensuring that users are properly authorised.

ParlyPay may rely on instructions submitted through authenticated accounts unless there is a reasonable basis to believe the instruction is fraudulent, compromised, unlawful, or otherwise invalid.

Customers must immediately disable compromised users and notify ParlyPay of suspected unauthorised access.

19. SECURITY AND CREDENTIALS

Customers must maintain appropriate security controls, including:

Strong passwords or passkeys;
Multi-factor authentication;
Secure devices;
Appropriate user permissions;
Secure API credentials;
Secure integration keys;
Timely removal of departed employees, and
Protection of authentication credentials.

Customers are responsible for activity conducted through their authorised credentials, except to the extent liability cannot lawfully be assigned to the Customer.

20. FEES

Customers agree to pay all applicable transaction fees, subscription fees, processing fees, foreign-exchange charges, recovery fees, dispute fees, or other charges disclosed at the time of the applicable transaction or subscription.

ParlyPay may change fees in accordance with the applicable pricing terms.

Third-party financial institutions and payment providers may impose additional charges.

21. TAXES

Customers are solely responsible for determining and satisfying their tax obligations arising from their transactions.

ParlyPay does not provide tax, accounting, legal, customs, import/export, or financial advice unless expressly stated otherwise.

22. PROHIBITED TRANSACTIONS

Customers may not use ParlyPay for the following:

Fraudulent transactions;
Money laundering;
Terrorist financing;
Sanctions evasion;
Unlawful gambling where prohibited;
Counterfeit goods;
Stolen goods;
Illegal goods or services;
Prohibited financial activity;
Deceptive schemes;
Fake invoices;
Fictitious transactions;
Transactions designed to circumvent applicable controls;
Unauthorised third-party payment collection; or
Any activity prohibited by ParlyPay, its banking partners, payment networks, or applicable law.

ParlyPay may maintain and update its prohibited-business and prohibited-activity lists.

23. THIRD-PARTY SERVICES

The Services may depend on third-party providers.

These may include:

Banks;
Payment processors;
Card networks;
ACH providers;
Identity providers;
Compliance providers;
Cloud infrastructure providers;
AI providers;
Blockchain networks;
Wallet providers;
Communication providers; and
Other technology or financial infrastructure providers.

ParlyPay is not responsible for failures, delays, outages, errors, restrictions, reversals, or decisions caused by third-party providers except to the extent liability cannot lawfully be excluded.

ParlyPay may replace or add providers where reasonably necessary to maintain or improve the Services.

24. SERVICE AVAILABILITY

ParlyPay aims to provide reliable and resilient services but does not guarantee uninterrupted availability.

Service interruptions may arise from:

Banking outages;
Payment-network failures;
Internet failures;
Cybersecurity incidents;
Third-party outages;
Blockchain network failures;
Maintenance;
Regulatory actions;
Government orders;
Force majeure;
Fraud prevention measures; or
Other circumstances outside ParlyPay’s reasonable control.

25. DISCLAIMERS REGARDING UNDERLYING COMMERCIAL TRANSACTIONS

ParlyPay does not warrant or guarantee:

Seller performance;
Buyer performance;
Product quality;
Product authenticity;
Product safety;
Delivery;
Shipment;
Customs clearance;
Service quality;
Intellectual-property ownership;
Regulatory approval;
Commercial profitability;
Counterparty solvency;
Invoice accuracy;
Purchase-order accuracy; or
Contractual compliance by either party.

The Buyer and Seller remain solely responsible for the underlying commercial relationship.

26. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, ParlyPay will not be liable for losses arising from:

Customer negligence;
Employee negligence;
User error;
Incorrect instructions;
Incorrect payment details;
Incorrect invoices;
Incorrect purchase orders;
Failure to perform due diligence;
Failure to verify a counterparty;
Failure to review transaction information;
Failure to meet milestones;
Failure to deliver goods or services;
Fraud committed by a Customer or Customer user;
Misrepresentation by a Buyer or Seller;
Disputes concerning the underlying commercial contract;
Failure of a Customer to follow its internal approval procedures;
Third-party service interruptions;
Banking or payment-network decisions;
Delayed or rejected payments caused by financial institutions;
Regulatory restrictions; or
Events outside ParlyPay’s reasonable control.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited under applicable law.

To the maximum extent permitted by law, ParlyPay will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or loss-of-profit damages arising from a B2B transaction.

27. INDEMNIFICATION

To the maximum extent permitted by applicable law, the Customer agrees to indemnify and hold harmless ParlyPay, its affiliates, officers, directors, employees, contractors, service providers, and financial partners from claims, losses, liabilities, penalties, costs, and expenses arising from:

The Customer’s breach of these Terms;
The Customer’s violation of law;
Fraud or misconduct by the Customer;
False or misleading information;
The Customer’s products or services;
The Customer’s underlying commercial contracts;
Customer disputes;
Customer negligence;
Customer employee or agent conduct;
Intellectual-property violations;
Tax obligations; or
Improper use of the Services.

28. ACCOUNT SUSPENSION AND TERMINATION

ParlyPay may suspend, restrict, or terminate an account where the following occurs:

These Terms are breached;
Fraud is suspected or confirmed;
Compliance requirements are not satisfied;
Required information is not provided;
The account presents unacceptable risk;
A banking or financial partner requires action;
The business operates in a prohibited category;
The Customer becomes insolvent;
The account is compromised;
The Customer engages in unlawful activity; or
Continued access could expose ParlyPay, its customers, or financial partners to material risk.

Where permitted, ParlyPay will provide notice.

However, advance notice may not be required where immediate action is necessary to comply with law, regulatory requirements, banking-partner instructions, payment-network rules, fraud-prevention requirements, or to protect funds and customers.

29. SURVIVAL

Provisions concerning:

Fees;
Payment obligations;
Fraud;
Recovery;
Disputes;
Indemnification;
Intellectual property;
Confidentiality;
Limitations of liability;
Recordkeeping;
Compliance; and
Other provisions that by their nature should survive

will survive termination.

30. GOVERNING LAW

These Terms are governed by the laws specified in the applicable ParlyPay legal entity’s contractual documentation and jurisdictional terms, without regard to conflict-of-laws principles.

Where mandatory law requires another jurisdiction’s laws to apply, those mandatory provisions will prevail.

31. DISPUTE RESOLUTION

Customers should first attempt to resolve disputes through ParlyPay’s designated support and transaction-resolution procedures.

Where a dispute cannot be resolved through those procedures, it may be referred to the dispute-resolution mechanism specified in the applicable order, agreement, subscription, jurisdictional terms, or other binding contract between the parties.

Nothing in this section prevents ParlyPay from taking immediate action necessary to prevent fraud, recover funds, comply with law, comply with banking-partner requirements, or protect the integrity of the Services.

32. CHANGES TO THESE TERMS

ParlyPay may update these Terms to reflect the following:

Regulatory changes;
New products;
New banking relationships;
Payment-network requirements;
Security improvements;
Risk-management requirements;
Changes in business operations; or
Other legitimate business reasons.

Material changes will be communicated through appropriate channels where required by law.

Continued use of the Services after the effective date of updated Terms constitutes acceptance of the revised Terms, except where applicable law requires a different process.

33. ENTIRE AGREEMENT

These Terms, together with applicable:

Order forms;
Transaction agreements;
Pricing terms;
Privacy Policy;
Acceptable Use Policy;
Prohibited Business Policy;
Compliance policies;
Dispute procedures;
Product-specific terms; and
Other incorporated agreements

constitute the agreement governing the Customer’s use of the Services.

Where terms conflict, the more specific transaction or product agreement will control to the extent permitted by applicable law.

34. SEVERABILITY

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision will be interpreted or modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

35. NO WAIVER

Failure by ParlyPay to enforce any provision of these Terms does not constitute a waiver of its right to enforce that provision in the future.

36. CONTACT

Questions concerning these Terms, transaction disputes, compliance matters, or account restrictions may be directed through the official ParlyPay support or legal channels provided on the ParlyPay platform.

ParlyPay inc.
compliance@parlypay.com

IMPORTANT NOTICE TO BUSINESS USERS

ParlyPay is a technology and payment-processing platform. It is not a substitute for the Buyer or Seller’s own commercial due diligence, contractual controls, legal advice, accounting advice, tax advice, compliance programme, or internal approval procedures.

Every Buyer and Seller remains responsible for knowing who it is transacting with, what it is buying or selling, what it owes or is owed, whether the transaction is authorised, whether the contractual obligations have been performed, and whether the transaction complies with applicable law.

ParlyPay’s controls are designed to reduce financial, fraud, operational, and compliance risk; they do not eliminate risk.

By using ParlyPay, each Customer acknowledges that ParlyPay is not responsible for the Customer’s own commercial mistakes, omissions, negligence, failure to perform due diligence, failure to follow internal controls, fraudulent conduct, inaccurate information, or failure to perform its contractual obligations, except where liability cannot legally be excluded or limited.