These Receivables Assignment Terms (“Terms”) constitute a legally binding agreement between PayPort Inc., a company incorporated under the laws of Delaware with its registered office at 8 The Green, Ste A, Dover, Kent County, Delaware 19901 ("PayPort"), and the legal entity identified during the registration or onboarding process on the Platform ("Seller").
By clicking "I Accept", "Agree", "Submit", or any similar button, creating an account, accessing or using the Platform, or submitting any Receivable for sale or assignment through the Platform, the Seller acknowledges that it has read, understood and agrees to be bound by these Terms. An individual accepting these Terms acting on behalf of an entity represents and warrants that they are duly authorized to bind such entity to these Terms.
PayPort and Seller are each referred to as a ‘Party’ and jointly as the ‘Parties’.
WHEREAS, the Seller wishes to use PayPort’s Platform (defined below) to assign and sell eligible Receivables (defined below) arising from Seller’s sale of goods or services to its Buyers, and PayPort may purchase those receivables on the terms of these Terms.
AGREED:
In these Terms:
a. “Amount” means the purchase price payable by PayPort to Seller for an accepted Receivable after the deduction of PayPort’s Fees.
b. “Buyer” means a customer of Seller that owes payment under a Sale Transaction.
c. “Business Day” means a day other than a Saturday, Sunday, or public holiday.
d. “Confidential Information” means non-public business, commercial, financial, technical, customer, contractual, and operational information disclosed by one Party to the other, but excludes information that is public other than through breach, already lawfully known, independently developed, or lawfully received from a third party without confidentiality restrictions.
e. “Fees” shall mean the amount charged by PayPort for the facilitation of the collection of Receivable from the Buyer and settlement to the Seller.
f. “Merchant Agent” shall mean Xflow Payments Inc., a company incorporated under the laws of Delaware and having its registered address at 8 The Green, Ste A, Dover, Delaware 19901.
g. “Receivable” means Seller’s right to receive payment from a Buyer under a bona fide Sale Transaction evidenced by a valid invoice and accepted by PayPort.
h. “Sale Transaction” means a genuine sale of goods or services by Seller to a Buyer in the ordinary course of business.
i. “Sanctions Laws” means applicable trade, economic, and financial sanctions laws and restrictions administered by competent governmental authorities.
Seller shall appoint the Merchant Agent and enter into a valid and binding agreement with the Merchant Agent for the purposes of invoice submission, settlement coordination, and such other related services as may be required under these Terms. Seller shall ensure that such appointment and agreement remain in full force and effect at all times during the term of these Terms.
Seller will provide complete, current, and accurate information relating to itself, Buyers, Sale Transactions, and invoices submitted to PayPort through the Merchant Agent.
PayPort may require any documents, information, verification, or checks it considers necessary before accepting any Receivable and may reject any proposed Receivable in its sole discretion.
Upon PayPort’s acceptance of a Receivable and payment of the Amount, Seller irrevocably sells, assigns, and transfers to PayPort all of Seller’s rights, title, and interest in that Receivable, free and clear of any lien, charge, security interest, or other encumbrance.
The Seller hereby agrees that in accordance with the terms and subject to conditions set out in these Terms, all rights, title, and interest of the Seller, in the Receivables shall stand sold, transferred, assigned, and otherwise conveyed to PayPort in consideration of the Amount paid by PayPort to the Seller. It is clarified that Receivables shall not comprise any obligations and/or liabilities of the Seller under the Sale Transaction.
The assignment takes effect immediately upon PayPort’s acceptance and payment of the relevant Amount.
Seller retains all obligations relating to the underlying goods or services, including sale, shipment, delivery, quality, warranties, customer support, taxes, invoicing, permits, and compliance with law. PayPort shall have no liability in relation to such matters. For the avoidance of doubt, PayPort shall have no liability for any acts, omissions, deficiencies, or disputes relating to the underlying goods or services, which shall remain solely between the Seller and the Buyer. The Seller shall be solely responsible for invoicing the Buyer for the goods/services and any associated taxes or charges.
Seller represents and undertakes that each Receivable offered to PayPort arises from a genuine Sale Transaction, is valid and enforceable, is not previously assigned or financed, and is free from any third-party rights.
The Seller represents, warrants and covenants that it has not secured any financing or similar advances using Receivables, and that the Receivables are not subject to any encumbrances, lien, charge or other similar structures.
The Parties acknowledge and agree that the transfer of the Receivables as per this Clause 3 constitutes a sale of actionable claims by the Seller in favour of PayPort. Such transfer does not amount to borrowing or any other form of indebtedness obtained by the Seller from PayPort. There is no interest accruing in favour of PayPort in respect of the Receivables. By entering into these Terms, the Seller transfers full and complete ownership of the Receivables to PayPort on a true-sale basis, and shall not claim any legal or equitable interest in such Receivables.
Seller authorizes the Merchant Agent to agree the Fee with PayPort on behalf of the Seller, and any Fee so agreed by the Merchant Agent shall be final and binding on the Seller for the purposes of these Terms.
PayPort will pay the Amount for each accepted Receivable to the Merchant Agent acting on behalf of the Seller, subject to the agreed settlement timeline and deduction of applicable fees, charges, taxes, bank costs, foreign exchange costs, refunds, disputes, chargebacks, and any other amounts payable by Seller under these Terms.
The Seller hereby confirms that the Amount received by the Merchant Agent on behalf of the Seller from PayPort constitutes sufficient consideration for assignment of the Receivables in respect of which such Amount is received.
PayPort shall settle the applicable Amount on a T+1 basis, where “T” means the date on which PayPort receives the relevant payment from the Buyer in cleared and available funds.
Seller will ensure that each Buyer is instructed to pay the assigned Receivable directly to PayPort or as PayPort directs.
If Seller receives any payment relating to an assigned Receivable, Seller will hold that amount in trust for PayPort and remit it to PayPort within 2 (Two) Business Days.
If a Buyer fails to pay an assigned Receivable, PayPort may pursue collection or legal action in its own name or otherwise, and Seller will provide all assistance, records, evidence, and cooperation requested by PayPort.
Seller remains fully responsible for all refunds, rebates, returns, claims, disputes, chargebacks, deductions, set-offs, cancellations, customer complaints, and liabilities relating to any Sale Transaction or the underlying goods or services, whether arising before or after assignment of the Receivable.
In the event of any refund request, repayment, dispute and/or chargeback in respect of a Sale Transaction, irrespective of whether the Amount has been disbursed to the Seller, the Seller shall not initiate, process, or otherwise effect such refund, repayment, dispute and/or chargeback directly with the Buyer. The Seller shall instead notify PayPort, through the Merchant Agent, of the refund terms as mutually agreed between the Seller and the Buyer, and PayPort shall process the refund to the Buyer in accordance with the agreed terms.
PayPort may process, fund, reverse, or settle any refund, dispute, or chargeback relating to an assigned Receivable, and Seller must reimburse PayPort, together with all associated fees, losses, and costs, within 2 (Two) Business Days of notice.
PayPort may set off any amounts owed by Seller against any amounts payable by PayPort to Seller under these Terms or any other arrangement.
Seller will promptly provide any KYC, onboarding, financial, corporate, buyer, transaction, or other information and documents requested by PayPort or the Merchant Agent.
Seller will promptly notify the Merchant Agent and PayPort of any change to onboarding information, corporate status, ownership, business, account details, or any matter that could affect the validity, collectability, or enforceability of any Receivable.
Seller will not use the Platform or submit Receivables relating to any illegal, prohibited, or restricted goods or services, including unlawful gambling, adult content, narcotics, counterfeit goods, unauthorized weapons, or unlawful financial schemes, or such other list of restricted activities as may be specified by PayPort, through the Merchant Agent, from time to time. PayPort may reject, suspend, or reverse any disbursement of Amount connected with any restricted activity, and the Seller shall remain fully liable for all consequences and shall indemnify PayPort in respect thereof.
The Seller will comply with Applicable Law in performing its obligations under these Terms, including anti-bribery, anti-corruption, anti-money laundering, know-your-customer, export control, and Sanctions Laws to the extent applicable to that Party and the transactions contemplated by these Terms.
The Seller shall promptly obtain all consents and authorisations under Applicable Law (and do all that is needed to maintain them in full force and effect) to enable it to perform its obligations under the Terms and to ensure the legality, validity, enforceability and admissibility in evidence of the Terms in its jurisdiction of incorporation.
The Seller represents that, to its knowledge, it is not a sanctioned person and will not use these Terms to facilitate transactions prohibited by Sanctions Laws.
The Seller will promptly notify the other if it becomes aware of an actual or suspected breach of this Clause 8.
Each Party represents that it is duly organized, validly existing, and authorized to enter into and perform its obligations under these Terms, and that execution and performance of these Terms do not violate its organizational documents, any material contract binding on it, or applicable law.
Seller further represents that all information provided to PayPort is true, complete, and not misleading in any respect material to PayPort’s decision to enter into these Terms or purchase any Receivable.
Seller represents that no pending or threatened proceeding, insolvency event, dispute, or claim exists that could adversely affect Seller’s ability to perform its obligations under these Terms or the validity or collectability of any Receivable.
Seller is in default if Seller: (a) breaches these Terms and fails to cure within 5 (Five) Business Days after notice, if the breach is capable of cure; (b) makes any untrue, incomplete, inaccurate, or misleading statement or representation; (c) submits an invalid, disputed, cancelled, defective, unauthorized, or unenforceable invoice or Receivable; (d) fails to update material onboarding information; (e) becomes insolvent or subject to bankruptcy, winding-up, administration, moratorium, or similar proceedings; or (f) undergoes a change of control without prior written notice to PayPort.
On Seller’s default, and without limiting any other rights, PayPort may suspend its services, reject future Receivables, withhold payments, apply set-off, require immediate reimbursement of all amounts owed, declare any liabilities immediately due and payable, and terminate these Terms with immediate effect.
Seller will indemnify and hold harmless PayPort, its affiliates, personnel, representatives, service providers, financing parties, and assignees against all losses, liabilities, damages, costs, and expenses, including reasonable legal fees, arising from or relating to: (a) Seller’s breach of these Terms; (b) any Sale Transaction; (c) any refund, chargeback, dispute, customer claim, tax, or regulatory issue relating to Seller or its goods or services; (d) breach of law by Seller; (e) fraud, negligence, or wilful misconduct of Seller; or (f) any failure of Seller to support collection or enforcement of a Receivable.
Notwithstanding any provisions to the contrary, PayPort shall not be liable to the Seller for indirect, incidental, consequential, special, punitive damages or liabilities of any kind, or for loss of revenue, loss of business or other financial loss arising out of or in connection with these Terms, regardless of the form of action, whether in contract, tort (including negligence) or otherwise, even if it has been advised of the possibility of such damages.
PayPort is not liable for the underlying goods or services, or for disputes between Seller and any Buyer relating to them. The Seller shall be solely and exclusively responsible for all such matters, and the Buyer shall have no claim whatsoever against PayPort in this regard.
To the maximum extent permitted by law, PayPort’s aggregate liability under these Terms will not exceed the fees received by PayPort from Seller during the 15 (Fifteen) days preceding the event giving rise to the claim.
Each Party agrees that during the subsistence of these Terms it will: (i) only disclose Confidential Information to its representatives on a need-to-know basis, provided, the receiving Party ensures that such representatives are aware of and shall comply with the obligations of confidentiality prior to such disclosure; (ii) not disclose any Confidential Information to any third party without the prior written consent of the disclosing Party; (iii) not reproduce Confidential Information in any form except as required to perform its obligations under these Terms; (iv) not publish, reverse engineer, decompile or disassemble any Confidential Information disclosed by the disclosing Party; (v) not directly or indirectly export or transmit any Confidential Information to any country to which such export or transmission is restricted by regulation or statute; and (vi) promptly provide the disclosing Party with notice of any actual or threatened breach of this Clause.
PayPort may disclose information relating to Seller, Buyers, Sale Transactions, defaults, performance of these Terms, and any Receivables to banks, payment partners, service providers, credit agencies, KYC repositories, insurers, assignees, participants, financing parties, potential financiers, collection agencies, professional advisers, and governmental or regulatory authorities, in each case as required or useful for performance of these Terms, collections, compliance, assignment, participation, securitization, financing, insurance, or legal obligations.
Seller consents to the disclosures and uses described in Clause 12.2 and will obtain all necessary consents from its Buyers and other relevant persons to permit such disclosures.
PayPort and its licensors retain all rights, title, and interest in and to the Platform and related materials, including all software, interfaces, databases, know-how, features, workflows, algorithms, documentation, visual design elements, trademarks, service marks, trade names, logos, and any enhancements, updates, modifications, adaptations or derivative works thereto (collectively, the “PayPort Materials”).
Seller grants PayPort a non-exclusive right to use, host, store, process, transmit, disclose, and otherwise use data and content submitted to PayPort directly or through the Merchant Agent, as necessary for the performance of these Terms and related compliance, collection, financing, and enforcement purposes.
The Seller shall not, directly or indirectly: (i) copy, modify, adapt, translate, create derivative works of, or otherwise alter the PayPort Materials; (ii) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform; (iii) use the Platform to provide services to third parties or operate as a service bureau; or (iv) remove, alter, or obscure any proprietary notices on the PayPort Materials.
These Terms begin on the Effective Date and continue unless terminated earlier. The Parties may extend it in writing.
Either Party may terminate these Terms without cause on 30 (Thirty) Business Days’ prior written notice.
PayPort may terminate these Terms immediately upon Seller’s default or if PayPort determines that continuing the relationship presents legal, regulatory, sanctions, fraud, credit, operational, or reputational risk.
Termination does not affect accrued rights, outstanding Receivables, payment obligations, reimbursement obligations, indemnities, confidentiality obligations, assignment or securitization rights, dispute resolution provisions, or any other provision intended to survive termination.
Seller may not assign, transfer, or create any interest in these Terms or any Receivable proposed or sold under it without PayPort’s prior written consent.
PayPort may assign, transfer, participate, finance, insure, or securitize any purchased Receivable, and any related rights or proceeds, without Seller’s consent.
Seller will execute and deliver all documents and take all actions reasonably requested by PayPort or the Merchant Agent to give effect to any transfer, assignment, participation, securitization, or enforcement.
These Terms are governed by the laws of the State of Delaware.
The Parties will first attempt in good faith to resolve any dispute through negotiations between senior representatives for 30 Business Days after written notice of dispute.
In the event such good-faith negotiations do not result into settlement of dispute, at the option of either Party, any and all disputes or controversies, whether of law or fact, and of any nature whatsoever arising from or in respect of these Terms, unless otherwise expressly provided herein, shall be decided by arbitration by JAMS, Inc. in accordance with its rules and regulations.
The arbitrators shall be selected as follows: In the event PayPort and the Seller agree on one arbitrator, the arbitration shall be conducted by such arbitrator. In the event PayPort and Seller do not so agree, PayPort and Seller shall each select one independent, qualified arbitrator and these two arbitrators shall select a third arbitrator.
Arbitration shall be conducted through an online or virtual mode, unless otherwise mutually agreed between the Parties, or any other location mutually agreeable to the Parties.
Nothing in these Terms prevents PayPort from seeking interim, injunctive, emergency, or equitable relief from any court of competent jurisdiction.
Any notice under these Terms must be in writing and sent by hand, courier, or email to the notice details designated by each Party.
A notice sent by email is deemed received 1 (One) Business Day after sending, unless delivery failure is shown. A notice sent by courier is deemed received 7 (Seven) Business Days after dispatch, unless earlier delivered.
These Terms constitute the entire agreement between the Parties on its subject matter and supersedes prior discussions on that subject.
Any amendment must be in writing and signed by both Parties.
If any provision is invalid or unenforceable, the rest of the Terms remains in effect, and the invalid provision will be modified only to the minimum extent necessary to make it enforceable.
Neither Party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.
No waiver is effective unless in writing.
These Terms may be accepted through a click-wrap acceptance or signed in counterparts and electronically.