Terms and Conditions

1. Introduction

Spiral Pay is a software-as-a-service platform that enables merchants to connect their own third-party payment, BNPL, and other financial service provider API keys into a dashboard for operational, reporting, and integration purposes.

Spiral Pay is a software provider only. We do not provide financial services, payment services, lending services, credit services, escrow services, banking services, or payment processing services. We do not hold, transmit, receive, safeguard, or control customer funds.

2. Definitions

In these Terms:

• “Merchant” means any business or individual who registers for or uses the Service to manage third-party integrations.
• “Third-Party Provider” means any external payment provider, BNPL provider, lender, bank, fintech platform, software provider, or other service connected to the Service.
• “Merchant API Credentials” means API keys, tokens, secrets, passwords, certificates, or other login credentials supplied by the Merchant or required to connect a Third-Party Provider.
• “Content” means data, information, records, reports, text, images, and other material submitted to or generated through the Service.

3. Acceptance of Terms

By using the Service, you confirm that you have read, understood, and agree to these Terms. If you are using the Service on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

4. Service Description

The Service allows Merchants to connect their own Third-Party Provider accounts and API Credentials to a dashboard that may display, organise, transmit, synchronise, or otherwise assist with data and workflow management.

We may modify, improve, suspend, or discontinue any part of the Service at any time, provided that we use reasonable efforts to minimise disruption where commercially practical.

5. Third-Party Integrations and API Keys

The Service may depend on third-party systems, platforms, APIs, networks, or infrastructure that are outside our control. We do not guarantee the availability, accuracy, security, compatibility, or performance of any Third-Party Provider.

You are solely responsible for:

• obtaining and maintaining your own Third-Party Provider accounts;
• ensuring you have the legal right and authority to connect those accounts;
• maintaining and protecting your Merchant API Credentials;
• complying with all applicable terms, policies, rules, and legal obligations of each Third-Party Provider;
• reviewing all data, results, and outputs generated through those integrations.

We are not responsible for any decline, approval, settlement, reversal, chargeback, refund, outage, suspension, pricing error, account restriction, or other action taken by any Third-Party Provider.

6. Merchant Responsibilities

You must use the Service lawfully and in accordance with these Terms. You are responsible for all activity that occurs through your account, including activity by your employees, contractors, agents, or any person who accesses the Service using your credentials.

You must not:

• misuse the Service or attempt unauthorized access;
• reverse engineer, decompile, copy, resell, or exploit the Service;
• use the Service for unlawful, fraudulent, deceptive, or harmful purposes;
• upload or transmit malware, malicious code, or harmful content;
• interfere with the integrity, security, or availability of the Service;
• misrepresent the nature of your business or the purpose of your use of the Service.

You are solely responsible for the accuracy, completeness, legality, and suitability of all data and instructions you send through the Service.

7. Fees and Payment

If the Service is offered on a paid basis, you agree to pay all applicable fees, taxes, and charges in accordance with the pricing plan selected by you or your business.

We may change our fees from time to time by giving reasonable notice, unless otherwise agreed in writing. Non-payment may result in suspension or termination of access to the Service.

8. Data Protection and POPIA

Where the Protection of Personal Information Act, 4 of 2013 (“POPIA”) applies, the Merchant is generally the responsible party and Spiral Pay acts only as an operator to the extent that we process personal information on the Merchant’s instructions and for the purpose of providing the Service.

You warrant that you have all necessary rights, consents, notices, and lawful bases required to provide personal information to us and to use the Service in connection with that information.

We will take reasonable technical and organisational measures to protect personal information processed through the Service. However, you acknowledge that no system can be guaranteed to be completely secure.

If required, the parties may enter into a separate data processing agreement or security schedule.

9. Intellectual Property

All intellectual property rights in and to the Service, including software, design, interfaces, workflows, logos, branding, documentation, and related materials, belong to Spiral Pay or its licensors.

We grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable licence to use the Service solely for your internal business purposes and in accordance with these Terms.

You retain ownership of your own Content, subject to the rights you grant us to host, process, transmit, and display that Content to provide the Service.

10. Acceptable Use

You may only use the Service for lawful business purposes. You must not use the Service in a manner that:

• violates any law, regulation, or third-party right;
• facilitates fraud, money laundering, sanctions evasion, or other illegal conduct;
• undermines the security or stability of the Service;
• infringes intellectual property or privacy rights;
• creates undue operational, legal, or reputational risk for Spiral Pay.

We may suspend or restrict access if we reasonably believe your use of the Service breaches these Terms or creates a security or legal risk.

11. Availability, Support, and Maintenance

We will use commercially reasonable efforts to keep the Service available and secure. However, the Service may be unavailable from time to time due to maintenance, upgrades, internet failures, third-party outages, emergencies, or events outside our control.

We do not guarantee uninterrupted, error-free, or perfectly accurate operation of the Service. Any service levels, support commitments, or uptime targets will apply only if expressly stated in a separate written service level agreement.

12. Disclaimer of Financial Services

Spiral Pay is not a bank, credit provider, payment institution, payment processor, loan originator, escrow agent, or financial intermediary.

We do not:

• provide credit or BNPL products;
• assess creditworthiness or approve transactions;
• hold or control funds;
• initiate or complete payments on your behalf as a regulated financial service provider;
• make business, lending, or risk decisions for you;
• guarantee that any Third-Party Provider will perform, settle, or pay out.

All financial, payment, lending, and settlement decisions are made by the applicable Third-Party Provider or by the Merchant, as applicable.

13. Warranties and Disclaimers

To the maximum extent permitted by law, the Service is provided on an “as is” and “as available” basis.

We disclaim all warranties not expressly set out in these Terms, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted availability.

We do not warrant that:

• the Service will be error-free or always available;
• defects will be corrected immediately;
• Third-Party Provider data will always be accurate, complete, or current;
• the Service will meet your particular business needs or regulatory obligations.

14. Limitation of Liability

To the maximum extent permitted by law, Spiral Pay will not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profit, loss of revenue, loss of business, loss of goodwill, loss of data, or business interruption.

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Service or these Terms will be limited to the fees actually paid by you to Spiral Pay in the One (1) months preceding the event giving rise to the claim, unless a higher cap is required by law or expressly agreed in writing.

We will not be liable for losses arising from:

• Third-Party Provider outages, delays, errors, or failures;
• merchant misconfiguration or misuse of API Credentials;
• inaccurate, incomplete, or delayed third-party data;
• the acts or omissions of the Merchant or any Third-Party Provider;
• force majeure events;
• unauthorized access caused by the Merchant’s failure to secure credentials or systems.

Nothing in these Terms excludes liability that cannot be excluded under applicable law.

15. Indemnity

You agree to indemnify, defend, and hold harmless Spiral Pay, its directors, employees, contractors, and affiliates from and against any claims, losses, damages, liabilities, penalties, costs, and expenses arising out of or related to:

• your use of the Service;
• your breach of these Terms;
• your breach of any Third-Party Provider terms;
• your violation of law;
• your misuse, loss, disclosure, or compromise of Merchant API Credentials;
• any claim arising from your Content, data, or instructions;
• any allegation that your business, products, or services are unlawful or misleading.

16. Suspension and Termination

We may suspend or terminate your access immediately, with or without notice, if:

• you breach these Terms;
• we suspect fraud, abuse, malware, or unlawful activity;
• your use of the Service creates a security, legal, financial, or reputational risk;
• a Third-Party Provider requires us to do so;
• you fail to pay applicable fees.

You may stop using the Service at any time. Termination does not affect rights or obligations that accrued before termination.

17. Confidentiality

Each party agrees to keep confidential any non-public business, technical, commercial, or security information received from the other party and to use it only for purposes of performing under these Terms.

This obligation does not apply to information that is public, independently developed, lawfully received from a third party, or required to be disclosed by law.

18. Governing Law

These Terms are governed by the laws of the Republic of South Africa.

19. Dispute Resolution

If a dispute arises, the parties will first attempt in good faith to resolve it through informal negotiation. If unresolved, the dispute may be referred to arbitration or the competent courts of South Africa, depending on the applicable commercial arrangement and any separate written agreement between the parties.

20. Changes to the Terms

We may update these Terms from time to time. The revised version will take effect when posted on the website or on a later date stated in the updated Terms. Your continued use of the Service after the effective date means you accept the updated Terms.

21. Contact Information

If you have any questions about these Terms, contact us at:

Additional Provisions

• Entire Agreement: These Terms, together with any applicable order form, SLA, privacy policy, or data processing agreement, form the entire agreement between you and Spiral Pay regarding the Service.
• Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect.
• No Waiver: Our failure to enforce any right or provision does not constitute a waiver of that right or provision.
• No Agency: Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.