Last modified on October 31, 2018.
You acknowledge that you understand and agree to all of these terms if you have created or used a Payhawk account or have clicked an “I accept” button with respect to the user of the Payhawk Platform. You may only open a Payhawk Account and use the Services if you accept all of the terms and conditions of this Platform Agreement.
This Platform Agreement is between Company and Payhawk and governs your use of the Services. By submitting your application to open a Payhawk Account, you consent to this Platform Agreement, including the applicable Card Terms and Conditions, and to receive all Notices and communications from Payhawk electronically. We may update or replace this Platform Agreement with you by posting an updated version to our legal page.
Capitalized terms in this Platform Agreement are defined as follows:
Administrator means the authorized signer that is authorized by you to manage your Payhawk Account and act on behalf of the Company, including consenting to this Platform Agreement.
Beta Services means beta or pre-release products or services, which may contain features and functionality that are incomplete or subject to substantial change or discontinuation.
Payhawk, We, Us, or Our refers to Payhawk OOD, duly registered with the Commercial register at the Registry Agency under UIC 205220011 and registered office at 31 Alexander Malinov blvd., Sofia 1729, Bulgaria.
Payhawk Account means your corporate account with Payhawk that is used to access Services including reviewing expenses and managing Cards.
Payhawk Data means all data developed or collected by Payhawk through the development or provision of Services, Cards, or Third-Party Services, or generated or recorded by the Payhawk Platform, but which does not include Company Data.
Payhawk Property means the Services and related technology; Payhawk Data; and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property incorporated into each of the foregoing.
Cards means physical or virtual payment cards issued by an Issuer and managed through your Payhawk Account.
Card Scheme means the payment card schemes including Visa and/or Mastercard and/or any other similar card schemes.
Card Terms and Conditions means the agreement between Company and the applicable Issuer for use of Cards identified on our website.
Charge means a payment for goods or services made to a merchant that accepts payments on the applicable Card Scheme.
Chargeback means a dispute that you initiate against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized.
Company or you means the company that is applying for or has opened a Payhawk Account use the Services and manage Cards, and is executing this Platform Agreement.
Company Data means information or documentation provided by the Company to Payhawk, and which includes Financial Data and any Personal Data provided by Company, Administrators, and Users.
Consolidated Action means class arbitrations, class actions, or other action brought between multiple parties based on the same or similar legal claims, or the same or similar facts.
Dispute means any dispute, claim, or controversy arising from or relating to this Platform Agreement, including any incorporated terms.
Feedback means all feedback, suggestions, ideas, or enhancement requests you submit to us.
Fees means charges we impose on you for use of Services or your Payhawk Account.
Financial Data means Company’s bank balance, transaction, and account information accessible to Payhawk through Linked Accounts or Third-Party Services.
Fines means all fines, fees, penalties, or other charges imposed by an Issuer or regulatory authority arising from your breaching of this Platform Agreement (including the Card Terms and Conditions) or other agreements you have with Payhawk or an Issuer.
Issuer means the applicable Issuer that is a member of the Card Scheme indicated on Cards and is responsible for issuing the Cards to you as identified on our website.
Linked Account means any account that is held and maintained by the applicable Issuer and contains and provides financial data and is linked to or authorized for use through your Payhawk Account. Linked Account is the account to which you must wire transfer money to the applicable Issuer to fund your Cards.
Notice means any physical or electronic communication or legal notices related to this Platform Agreement that are provided to you, Users, or Administrators through text or SMS, email, your Payhawk Account, or by other means.
Personal Data means data that identifies or could reasonably be used to identify a natural person.
Platform Agreement means this Platform Agreement as amended.
Restricted Activities means the list of prohibited business types and activities posted on our website as updated from time to time that may render Company ineligible for a Payhawk Account.
Services means the expense and corporate Card management services and all other services provided by Payhawk through your Payhawk Account.
Third-Party Services means services and data provided by third parties connected to or provided through Services. Third-Party Services include accounting or expense management platforms such as QuickBooks, and Xero.
Third-Party Service Provider means an affiliate or other third party that that assists us in providing the Services to you, that supports our internal operations, or that provides other services related or connected to, or provided through the Services and a Payhawk Account.
Users means any employees, contractors, agents, or other individuals permitted to use Services or Cards on your behalf.
The Payhawk Platform
The Services allow you to issue and manage Cards for your Users; manage expenses and reporting; and access, use, and connect Third-Party Services through your Payhawk Account; and access other functionality through your Payhawk Account. Payhawk may change or provide new Services but will not materially diminish or remove Services without Notice except where necessitated by an Issuer or Third-Party Service Providers or required by law.
Applying for a Payhawk Account
You will need to provide Company Data and certain Personal Data and connect at least one Linked Account when submitting an application for a Payhawk Account. Company Data may include business information (such as registered business name and state of incorporation for Company, the business address, ownership details, the nature of the business, and details from Linked Accounts and other business information we may request from time to time), Personal Data (such as the name, contact information, and date of birth of Users or beneficial owners), and documentary information used to verify business and Personal Data (such as corporate registration certificate, proof of address, or personal identification).
We provide Company Data and Personal Data to Issuers and Third-Party Service Providers to determine your eligibility for the Services and Cards. We may immediately approve or deny your application or grant you provisional access to the Services or your Payhawk Account while your application is pending. Payhawk and Issuers rely on the accuracy of Company Data and Personal Data when opening and maintaining your Payhawk Account. We may deny Applications, interrupt provision of the Services to you, or suspend or close your Payhawk Account for any reason including where Company Data or Personal Data is out of date, incomplete, or inaccurate. You will keep Company Data and each User’s Personal Data current, complete, and accurate in your Payhawk Account whether we provide you with full or provisional access.
We will disclose Fees to you when opening your Payhawk Account or through our website. Except where agreed upon in a writing executed by both parties, we may change Fees upon thirty days' Notice to you.
Managing your Payhawk Account
You must specify at least one Administrator to manage your Payhawk Account when submitting your Application. Administrators can add, remove, or manage additional Administrators and Users; request and manage Cards for Users; establish spending limits; view transactions and run reports; provide or update Company Data; connect Linked Accounts, Third-Party Services, and other accounts to your Payhawk Account; and perform other tasks to manage your Payhawk Account. You are responsible for any actions or failure to act on the part of Administrators or Users, or those using their credentials to access your Payhawk Account.
Security and Monitoring your Payhawk Account
You will keep your Payhawk Account and Cards secure and only provide access to individuals that you have authorized to use Cards on your behalf. You will immediately disable User access to the Services or reduce spending limits where you know or believe your Payhawk Account or Cards have been compromised or stolen or may be misused; and you will promptly notify us of any unauthorized access or use. We may help you resolve unauthorized transactions using your Cards, but you are ultimately responsible for financial loss caused by Administrators, Users, or other persons given access to the Services, your Payhawk Account, and Cards. We may suspend access to your Payhawk Account or specific Cards if we believe your Payhawk Account or a Card has been compromised or that not doing so may pose a risk to you, Payhawk, Issuers, or any third parties.
Your Payhawk Account, Services, and Cards may only be used for the Company’s bona fide business purposes. Your Payhawk Account, Services, and Cards may not be used for any purpose that is unlawful or prohibited by this Platform Agreement and the Card Terms and Conditions.
You are not eligible for a Payhawk Account, and we will close your Payhawk Account and cancel Cards if you engage in any of the prohibited activities identified in the Card Terms and Conditions. We may update this list at any time, so please review it regularly and contact us with any questions you have about how this list may apply to Company's business.
We may suspend or terminate access to your Payhawk Account or Cards if we believe this section was violated, or if required by an Issuer. You agree to pay Fines imposed on Payhawk by Issuers for violation of this section.
Identification as Customer
We may publicly reference you as a Payhawk customer on our website or in communications during the term of this Platform Agreement. We will not express any false endorsement or partnerships. You grant Payhawk a limited license to use Company trademarks or service marks for this purpose. Please notify us if you prefer that we not identify you as a Payhawk customer and we will remove references to you on our website or in communications.
Ownership and License
Payhawk and licensors own the Payhawk Property. You, Administrators, and Users may only use Payhawk Property as provided to you and for the purposes provided in this Platform Agreement and the Card Terms and Conditions. You may not modify, reverse engineer, create derivative works from, or disassemble Payhawk Property; or register, attempt to register, or claim ownership in Payhawk Property or portions of Payhawk Property.
Payhawk grants you a nonexclusive and nontransferable license to use Payhawk Property as provided through the Services and as permitted by this Platform Agreement. This license terminates upon termination of this Platform Agreement unless terminated earlier by us.
The Card Schemes, Payhawk, and Issuers collect Company Data through your use of the Cards, the Services, and Third-Party Services. We may use Company Data to provide Services to you and to assist in underwriting, identity verification, internal reporting and analysis, fraud prevention, dispute resolution, and development of products and services.
We provide some Company Data to Issuers, Card Schemes, and other third parties: (a) to provide the Services to you, or as required by law or Card Scheme rules; (b) for internal analytics and reporting; (c) to obtain additional information about a Company; and (d) report Company performance to credit reporting agencies and credit rating agencies, where appropriate. Where Company Data is shared with third parties, Payhawk will implement controls to reduce the risk of loss or accidental disclosure.
You grant Payhawk a worldwide, irrevocable license to use, modify, distribute, copy, and create derivative works from Company Data for the purposes identified in this Platform Agreement.
Beta Services and Feedback
Beta Services may be made available to you. Any Beta Services are provided to you AS IS and without warranty. We may use any Feedback about the Services or Beta Services freely and without restriction. Except where specifically notified by us, we will not compensate or credit you for Feedback you provide us.
You must pay to us the fees disclosed on the Payhawk Platform in relation to the Services for which you have registered. The amount of subscription payment (“Subscription fees”) will vary depending on the number of services and volumes you use. You will be billed in the beginning of the month following a billing period on a recurring basis. Billing cycles can be monthly or yearly. At the end of each Billing Cycle, your Service will automatically renew under the exact same conditions. Invoices for the Subscription Fees will be available on the Payhawk Platform.
Administrators can select their payment preferences within the Payhawk Platform:
- Direct Debit Mandate - THIS SECTION PROVIDES AUTHORIZATION TO DEBIT YOUR LINKED ACCOUNTS FOR ALL AMOUNTS YOU OWE UNDER THIS PLATFORM AGREEMENT INITIATED AND APPROVED BY THE ADMINISTRATOR IN THE PAYHAWK PLATFORM. PLEASE READ IT THOROUGHLY. Authorization to Debit Linked Accounts. You may authorize and grant your consent for Payhawk, Issuers, or their assigns to collect amounts owed under this Platform Agreement by debiting funds from the Linked Accounts held at your Issuer (e.g. your banks, payment or e-money institutions). If you provide a Direct Debit Mandate, we will debit Linked Accounts for all amounts owed to us under this Agreement. If we cannot collect these amounts for some reason (e.g. insufficient balance), you undertake to immediately pay all outstanding amounts as directed where Payhawk will issue invoices for the due amounts as described in 1.12.2 payable via bank transfer.
- Bank Transfer - Payhawk invoices have net 30 payment term (payable within 30 days of invoice date), after which there is a 2% per month interest on the outstanding amount until the date of final settlement.
- Card Payment – Your Administrators will be prompted to select and confirm a Payhawk issued Card that will be charged for the Subscription Fees. If we cannot bill the selected Card, Payhawk will either suggest a new Card to your Administrators or will fall back to a bank transfer as described in 1.12.2.
Any failure to pay the full amount owed to Payhawk when required is a breach of this Agreement. You are responsible for all costs or expenses that we or Issuers incur collecting amounts owed but not timely paid, including legal fees and any interest at the maximum rate permitted under law.
Card Terms and Conditions
Cards are issued by an Issuer identified on the back of physical Cards issued to you, in the Card Terms and Conditions, and relevant program materials provided to you. The Card Terms and Conditions govern your use of the Cards. You may only use the Cards if you, your Administrators, and your Users consent to the applicable Card Terms and Conditions. Issuers may update Card Terms and Conditions at any time by providing Notice to you through Payhawk and your continued use of the Cards constitutes your acceptance of the updated Card Terms and Conditions.
We will use Financial Data from Linked Accounts to verify account balances and account information, establish spending limits, identify spending patterns and potential fraud, determine spending limits, analyze and report transactions, and provide Services to you. You must maintain at least one Linked Account at all times and agree that Payhawk may directly debit this Linked Account for payment of Periodic Statements. You may change Linked Accounts through your Payhawk Account.
Requesting and Replacing Cards
Administrators may request Card issuance for Users through your Payhawk Account but may not provide to and will not request Cards for individuals that are not employees, subcontractors, or any other persons not affiliated with or authorized by the Company. Cards may be denied or canceled due to changes in Issuers’ policies, as required by law, or for other reasons we determine are appropriate under the circumstances. Cards may be issued to Users as physical or virtual cards (a Card issued without an associated physical card). By default, new Users will be issued a virtual Card and will be able to view transactions and manage their Cards through the Payhawk Account.
You will promptly notify us and take appropriate measures to prevent unauthorized transactions when a Card is lost, stolen, breached, or needs to be replaced. In such cases, Administrators may request the issuance of replacement Cards by Issuers through your Payhawk Account. Replacement Cards may have new account numbers that will require you to update the Card on file for any scheduled or recurring payments. If you do not update the Card for scheduled or recurring payments, the transactions may not be completed. You are solely responsible for updating Cards stored with merchants.
Users may only use Cards for bona fide business-related Charges. You are responsible for Charges made by any individuals given access to Cards even if they are not the person associated with or named on the Card. You will establish and maintain controls designed to ensure that the Cards are only used for bona fide Company purposes and in compliance with Card Scheme rules.
Payhawk, Issuers, Card Schemes, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. Payhawk is not responsible for any losses or you incur where a Charge is denied or reversed.
If you and a merchant have a dispute regarding a Charge, including delivery of the incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. If such a dispute is not resolved to your satisfaction or if you believe the Charge is unauthorized, you may initiate a Chargeback through your Payhawk Account. The Card Schemes have established procedures for resolving Chargebacks that may require that you provide details of the disputed Charge or associated documentation. Chargebacks resolved in your favor will be credited to your Linked Account.
- Card Terms and Conditions
Term and Termination
This Platform Agreement is effective when you submit an application to Payhawk and continues until terminated by either you or us, or in accordance with the Card Terms and Conditions or as otherwise set forth in this Platform Agreement.
You may terminate this Platform Agreement by paying all amounts owed and providing Notice to us, but are still responsible for Charges, Fees, Fines, and other losses caused by your action or inaction prior to terminating the Platform Agreement. If you reapply or reopen your Payhawk Account or use or attempt to use the Services or Cards you are consenting to the Platform Agreement in effect at that time. Payhawk may terminate this Platform Agreement, or suspend your Payhawk Account or Cards, by providing you Notice.
Notice and Communication
You consent to us providing Notices to you under this Platform Agreement electronically and understand that this consent has the same legal effect as a physical signature.
We will provide Notices regarding activity and alerts to your Payhawk Account electronically through your Payhawk Account, email, and via text or SMS to the contact information provided to us by Administrators and Users. Notices affecting payment and legal terms will be sent to Administrators through your Payhawk Account or email and are considered received 24 hours after they are sent. You understand that you may not use the Services or Cards unless you consent to receive Notices electronically. You may only withdraw consent to receive Notices electronically by closing your Payhawk Account.
We may send Notices to User's mobile phones through text or SMS to the phone numbers Administrators and Users provide to us. These Notices may include alerts about Services, Cards, Charges, and may provide Administrators and Users the ability to respond with information about Charges on Cards or your Payhawk Account.
Administrators and Users are required to maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. Administrators and Users are responsible for all costs imposed by internet or mobile service providers for sending or receiving Notices electronically.
Contact us immediately if you are or believe you are having problems receiving Notices.
Limitation of Liability
Our maximum liability to you for direct damages under this Platform Agreement is limited to the total amount of Fees actually paid by you to Payhawk in the three months preceding the event that is the basis of your claim. Payhawk is not liable to you for consequential, indirect, special, or punitive damages, lost profits, or revenue whether or not we were advised of their possibility by you. These limitations apply regardless of the legal theory on which your claim is based.
Representations and Warranties
You represent and warrant that Company is and will continuously throughout this Platform Agreement be duly organized and in good standing under the laws of its jurisdiction of incorporation; that Administrators have requisite organizational power and authority to conduct business and manage Company's Payhawk Account; that you and Users will not engage in activities prohibited by this Platform Agreement; and that Company Data provided to Payhawk is current, complete, and accurate.
Disclaimer of Warranties by Payhawk
THE SERVICES, PAYHAWK PROPERTY, AND BETA SERVICES ARE PROVIDED TO YOU AS IS AND AS AVAILABLE. PAYHAWK DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF SERVICES, PAYHAWK PROPERTY, AND BETA SERVICES AND NOTHING IN THIS PLATFORM AGREEMENT WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY TO YOU.
THIRD-PARTY SERVICES ARE NOT PROVIDED OR CONTROLLED BY PAYHAWK. PAYHAWK DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES.
PAYHAWK DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT: (A) SERVICES AND DATA PROVIDED UNDER THIS PLATFORM AGREEMENT ARE ACCURATE OR ERROR-FREE; (B) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) THE SERVICES WILL BE USABLE BY COMPANY, ADMINISTRATORS, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (D) SPECIFIC MERCHANTS WILL PERMIT PURCHASES USING CARDS ISSUED BY AN ISSUER; (E) SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (F) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.
You agree to indemnify and defend Payhawk (including our affiliates, employees, contractors, and Third-Party Service Providers) against losses that result from or are related to claims, proceedings, suits, or actions brought by or initiated against Payhawk by any third party due to your breach of this Platform Agreement, or an Administrator’s or User’s breach of obligations owed under this Platform Agreement, a User Agreement, the Card Terms and Conditions or any other agreements with Payhawk; for amounts owed by Company to third parties; for acts or omissions of Administrators, Users, or other Company employees or agents; for Company's use of Third-Party Services; or for disputes over Charges between Company and merchants.
This Platform Agreement and any dispute or non-contractual obligation arising out of or in connection with it shall be governed by, and construed in accordance with laws of Bulgaria. Subject to Section 3.8, all litigation will be brought to Sofia, Bulgaria.
In case of dispute between You and Us in relation to the Services, the Courts of Sofia shall have exclusive jurisdiction. This is without limitation of the right of either Party to seek the mediation of competent mediation services with a view to settling the dispute amicably.
If part of a provision of this Platform Agreement is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.
Payhawk may assign, pledge, or otherwise transfer this Platform Agreement or its rights and powers under this Platform Agreement without providing you Notice. Any such assignee will have all rights as if originally named in this Platform Agreement instead of Payhawk. Company may not assign this Platform Agreement or rights provided, or delegate any of its obligations, without Payhawk's express written consent.
Headings and Interpretation
All monetary amounts owned under this Platform Agreement will be made in Euro (EUR).
This Platform Agreement, including incorporated terms, comprises the entire understanding of the parties with respect to the subject matter described and supersedes all other proposals or previous understandings, written or oral, between the parties. In the event that this Platform Agreement is terminated, the Card Terms and Conditions will immediately terminate.
Changes to this Platform Agreement
We may modify this Platform Agreement or provide another agreement governing your use of the Services or any portion of them by providing you Notice. Any Administrator’s or User’s continued use of the Services or Cards constitutes your consent to the revised Platform Agreement.
Any waiver, modification, or indulgence that we provide to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under this Platform Agreement for any other or future acts, events, or conditions. Further, any delay by Payhawk in enforcing rights under this Platform Agreement does not constitute forfeiture of such rights.
This Platform Agreement constitutes the entire understanding between Company and Payhawk for the subject matter described and no other agreements, representations, or warranties other than those provided in this Platform Agreement will be binding unless in writing and signed by Company and Payhawk.
- Term and Termination