Please read this document carefully. It contains the terms for access to and use of our website https://payhawk.com, our desktop platform https://portal.payhawk.com and our mobile application ‘Payhawk’ (herein referred to jointly as the “Website” or the “Payhawk Platform”) and to use the Services. If you do not accept the terms set forth below, you cannot use the Services!
Payhawk Limited in its capacity as distributor of Payhawk EOOD’s proprietary software uses the Payhawk Platform to provide information society services as described in these Conditions of Use. The use of the Services is permitted only after registration and activation of a Payhawk Account. A Payhawk Account may only be registered by a person who is lawfully authorized to represent Company (defined below), to accept these Conditions of Use and to perform the activities related to the use and management of the Payhawk Account on behalf of the Company. By registering a Payhawk Account, the person so registering declares that he or she meets these conditions and Company confirms that the information filled in to identify that person and the Company is accurate and complete.
By creating a Payhawk Account and clicking the "I accept"" button with respect to the use of the Payhawk Platform, Company acknowledges and agrees to these Conditions of Use. Company may only open a Payhawk Account and use the Services if it accepts all these Conditions of Use, which, including if applicable, together with a Quote, constitutes this agreement (hereinafter referred to as the Agreement or the Platform Agreement).
This Agreement is between Company and Payhawk and governs the use of the Services. By submitting an application to open a Payhawk Account, Company agrees to comply with all terms of this Agreement and agrees to receive all Notices and communications from Payhawk electronically, including by the means of the Payhawk Account. We may update or replace this Platform Agreement with you by posting an updated version to our legal page, which shall be effective 14 days after posting. In order to be able to request, order and use respective Cards indicated on our website through Company's Payhawk Account, Company must also accept the applicable Card Terms and Conditions of the respective Issuer.
Company may also add additional users (Administrators and Users) with access to its Payhawk Account. Each of these users shall to the maximum extent relevant be bound by these Conditions of Use before using the Services and shall be considered obliged to comply with the Terms for Use of the Services as determined herein. The Administrators and/or other previously added Users with appropriate rights can add new Users/ Administrators and manage their access rights. It is prohibited to add an additional User/ Administrator without being authorized by Company to do so. When using the Services the Administrators and Users shall act only on behalf of Company.
Capitalized terms in this Agreement are defined as follows:
Administrator means a representative of Company that is authorized by Company to manage Company’s Payhawk Account and act on behalf of Company, including accepting the terms of 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.
Cards means physical or virtual payment MasterCard and Visa cards issued by an a relevant Issuer, managed through Company's Payhawk Account, and governed by the respective Card Terms and Conditions.
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 terms and conditions governing the contractual relationship between the Company and the applicable Issuer for use of Cards identified on our website (as available here, here and here).
Cardholder means Company’s employees or other individuals that are designated and permitted by you through your Payhawk Account to use Cards on your behalf.
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 uses the Services and manages Cards, and is executing this Platform Agreement.
Company Data means any data, information or other material provided, uploaded, or submitted by the Company to the Service in the course of using the Service. For the avoidance of any doubt, the term Company Data does not relate to any information which the Parties exchange in the course of the negotiation, conclusion, change or termination of the Platform Agreement (e.g. information provided in the course of creating Payhawk Account, billing details, information collected for the purposes of your identification or the identification of your UBOs, Administrators, Users, and Cardholders, etc.), including any instructions, requests, and other similar submitted by the Company to Payhawk in relation to the performance of the Payhawk Agreement.
Credit Liabilities means any and all monetary liabilities that You may have towards Payhawk for the use of the Credit Facility in accordance with the Credit Facility Terms and Conditions (as available here).
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.
Integrated services means services that are provided by third parties connected to or provided through the Services. Integrated Services may include accounting or expense management platforms such as QuickBooks and Xero.
Issuer means the applicable Issuer that is a member of the Card Scheme indicated on Cards and is responsible for issuing the Cards to Company as identified on the Website.
Notice means any physical or electronic communication or legal notices related to this Agreement that are provided to Company, Users, or Administrators through text or SMS, email, the Payhawk Account, or by other means.
Payhawk means the Payhawk group entities providing the Services and comprises following companies and their respective roles, as follows:
1. Payhawk Limited, duly registered under company registration number 11747263, registered office address at 1 Waterhouse Square, 138 Holborn, London, United Kingdom, EC1N 2ST, is selling software licence to the Company as a software distributor of Payhawk EOOD.
2. Payhawk EOOD, company number 205220011, registered office address at 47A Tsarigradsko Shose Blvd, Polygraphia Office Center, 1124 Sofia Bulgaria, is acting as an IP owner, and is distributing/redeeming e-money to the Company as a registered agent of Paynetics AD holding an EMI licence in Bulgaria.
3. Payhawk Inc., a C Corporation, established in Delaware, USA, whose principal office is located at Herald Square: 106 West 32nd St, Floor 2, New York, NY 10001, acting as a program manager of an account and related cards program operated by Cross River Bank, a state-chartered bank having its principal offices at 400 Kelby Street, Fort Lee, New Jersey 07024.
4. Payhawk DAC, a private company limited by shares with register number 715719, and registered address at 2nd floor, Palmerston House, Denzille Lane, Dublin, D02 WD37, Ireland, acting as a Credit Facility provider under the Credit Facility Terms and Conditions (as available here).
5. Payhawk Financial Services Limited, a private limited company, duly registered under company registration number 14060082, registered office address at 1 Waterhouse Square, 138 Holborn, London, United Kingdom, EC1N 2ST is acting as a registered agent of Payrnet Limited holding an eMoney Institution (EMI) licence No 900594 in the UK.
Payhawk Account means Company’s corporate software account with Payhawk Limited that is used to access Services including reviewing expenses and managing Cards.
Quote means the appendix to these Conditions of Use stipulating the specific terms of the contractual relationship between Payhawk and Company which may differ from the provisions of these Conditions of Use. The Quote, once countersigned signed by the Company, is an integral part of the agreement between the parties, and together with these Conditions of Use constitutes the Agreement.
Restricted Activities means the list of prohibited business types and activities listed in the Agreement as updated from time to time that may render Company ineligible for a Payhawk Account.
Services means the software expense and corporate Card management services and all other services provided by Payhawk Limited through your Payhawk Account.
Third-Party Services means any services of any description provided to Payhawk by third parties in respect of the Services, Company and/or Users.
Users means any employees, contractors, agents, or other individuals permitted to use Services or Cards on Company's behalf.
Company shall, and shall ensure that each of its Administrators and Users shall, provide correct, complete and current data upon registration, when using the Services and shall keep it up to date thereafter. In the case of inaccuracies, Company shall immediately rectify them and shall not be entitled to use the Services until done so.
In addition to the information provided during the registration, Payhawk may request additional documents, including signed documents (with physical or electronic signature) for extended identification of Company before activating the Payhawk Account or at any time thereafter as far as it is necessary for Payhawk to comply with its legal obligations as a registered agent/distributor of an Issuer, with the requirements and policies of the respective Issuers or if Payhawk believes that the provided information is inaccurate or incomplete.
Company is responsible for all actions carried out through the Payhawk Account. Company shall immediately notify Payhawk in case of actual or possible unauthorized access.
The Services allow you to: (i) request and manage Cards; (ii) manage your corporate expenses (upload, describe, review, etc. expense related data and documentation); (iii) schedule, generate and export your periodical expense reports; (iv) use Integrated Services through your Payhawk Account; (v) access diverse functionalities through your Payhawk Account, including through the Payhawk mobile app. Payhawk may change or provide new Services but will not materially diminish or remove Services without Notice except where we are obliged to do so by an Issuer or by law.
Applying for a Payhawk Account
You will need to: (i) provide certain data and documents as indicated in our registration forms in order to allow us and the respective Issuers to properly identify you and to check your eligibility for the Services and/or Cards; and (ii) to connect at least one Linked Account when submitting an application for a Payhawk Account. For providing you with the full scope of our Services and specifically in order to enable you to request Cards and enter into agreements under Cards Terms and Conditions we are obliged to identify you, incl. your ultimate beneficial owners (UBO), Administrators and Cardholders as required by the applicable anti-money laundering legislation. 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 the data you provide when opening and maintaining your Payhawk Account. We may deny applications, interrupt the provision of the Services to you, or suspend or close your Payhawk Account due to any reasonable or legally permissible basis, including where provided data is out of date, incomplete, or inaccurate. You have to keep your data and the data concerning each of your Administrators, Users and Cardholders 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 via e-mail or through our website. We may change Fees upon thirty days’ Notice to you. We reserve the right to refuse your application or respectively the Issuers may refuse to activate your Cards requested if the results of the performed checks or otherwise give us reason to suspect you of being involved in or intending to use the Card for money laundering, terrorist financing, fraud or other illegal activity or due to other reasonable or legally permissible basis. In case of refusal for activation of your Payhawk Account or your Card, we will inform you of the refusal but may not inform you of the reason for the refusal.
Upon subscribing for the Services and registration of a Payhawk Account, Payhawk will provide a Quote to Company, providing for customised terms of the contractual arrangement between Payhawk and the Company. Once signed by the Comapany, the Quote is an integral part of the Platform Agreement and shall only be construed in conjunction with these Conditions of Use. In the event of a conflict of a provision of the Quote with any provision of these Conditions of Use, the provisions of the Quote shall prevail to the extent of such conflict
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 Cardholders; establish spending limits; view transactions and run reports; provide or update your Data; connect Linked Accounts and Integrated Services to your Payhawk Account; perform other tasks to manage your Payhawk Account. You are responsible for any actions or failure to act on the part of Administrators, Users or Cardholders, 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 maybe misused; 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 any financial loss caused by Administrators, Cardholders, 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.
Payhawk will not onboard or provide services to customers engaged with activities included but not limited to the ones in the list below. Businesses with any connection to countries on the FATF Blacklist or businesses linked with any industry and/or activity which the relevant Issuer may instruct us against underwriting including, but not limited to, businesses linked with any of the following industries or activities:
In addition to the above, we do not support payments to following merchant categories:
Company must inform Payhawk promptly if any of these have become applicable to it.
If Payhawk, in its sole discretion, believes that Company may have breached any provision of this clause, it may act to protect itself, other users of Payhawk and third parties.
Identification as Customer
By clicking the ‘I Accept’ button to this Agreement, Company gives Payhawk permission to publicly reference Company as a Payhawk customer on the Website or in communications during the term of this Agreement. Company grants Payhawk a limited licence to use Company trademarks or service marks for this purpose. Company may notify Payhawk if it prefers not to be identified as a Payhawk customer and Payhawk will remove references to Company on the Website or in communications.
Ownership and License
As between the parties, Payhawk or respectively the indicated licensors retain and own all rights, titles and interest in and to the Services, including any copyrights, trademarks and other intellectual property rights related or created, used or provided by Payhawk for the purposes of this Agreement, including any copies and derivative works of the foregoing (‘Payhawk Property’). Company, Administrators, Cardholders and Users may only use Payhawk Property as provided to Company and for the purposes provided in this Agreement. Company may not modify, reverse engineer, create derivative works from, or disassemble Payhawk Property; or register, attempt to register, or claim ownership in Payhawk Property. Payhawk grants Company a nonexclusive and non-transferable licence to use Payhawk Property as provided through the Services and as permitted by this Agreement. This licence terminates upon termination of this Agreement.
Data Protection and Company Data
Payhawk is responsible for the security of cardholder data it possesses or otherwise stores, processes, or transmits on behalf of the customer, to the extent that Payhawk has used commercially reasonable efforts to prevent any system infiltration. Payhawk protects data by controlling both physical and electronic access to all sensitive data. Access is limited to individuals with specific business justification to access and manage the data, and their access is closely monitored and controlled. Payhawk is currently and will continue to be compliant with industry requirements such as the PCI Data Security Standard.
Payhawk undertakes to provide the necessary assistance to a competent supervisory authority in carrying out audits and checks of the data processing activities assigned by Company. In case in relation to Company's data processing obligations additional checks are required, it is possible to assign an audit after signing a preliminary agreement with Payhawk, specifying the scope, duration and a mutually agreed certified auditor. In performing such an audit, Company undertakes to pay all fees, remunerations and costs for the performed activities and services, both by the auditor and by Payhawk. An audit may be conducted only in a manner and to an extent that does not prejudice the obligations and rights of other companies using the Services, the Issuers or the providers of the Integrated Services.
Payhawk will inform Company without undue delay (but no later than 48 hours of becoming aware) if it detects a security breach of Company Data stored in Company's Payhawk Account.
Beta Services and Feedback
Beta Services may be made available to Company. Any Beta Services are provided AS IS and without warranty. Payhawk may use any Feedback about the Services or Beta Services freely and without restriction. Except where specifically notified by Payhawk, Payhawk will not compensate or credit Company for the Feedback provided.
Company must pay Payhawk the Fees in relation to the Services for which it is registered. The amount of the Fees will vary depending on the number of Services and volumes used. Fees related to subscription plans will be billed in advance/upfront whereas Fees related to non-recurring add-ons will be billed in arrears either immediately after such an add-on has been ordered or in the next subscription plan invoice. Billing cycles are monthly. At the end of each Billing Cycle, the Service will automatically renew under the exact same conditions. Invoices for the Fees will be sent via e-mail to the Administrators of the Payhawk Account.
Payhawk invoices have a net 10-days payment term (payable within 10 days of invoice date), after which Company shall pay 2% per month interest on the outstanding amount until the date of final settlement.
All Fees shall be paid net of any charges levied by any bank and/or payment service provider. By accepting the Conditions of Use, Company acknowledges and agrees that Payhawk shall not be liable for any part of such charges which shall remain at all times and under all circumstances the sole responsibility of Company.
Upon the successful creation of a Payhawk Account, Payhawk will issue a free of charge virtual card whose sole purpose will be to serve as means of paying due Fees. This virtual card shall be linked to Company's account and will be automatically charged every time a new invoice falls due.
All Fees shall, when due, be charged directly to the Payhawk Account and will be automatically set off against any available balances which Company may have in that Payhawk Account. If Company has ledgers in several currencies within its Payhawk Account and Company's debt is not inherent in a particular ledger, Payhawk may charge in whole or in part any of Company's ledgers irrespective of its nominal currency. Company hereby explicitly agrees and authorizes Payhawk to deduct any and all amounts which Company may have in any ledger within its Payhawk Account so that Payhawk satisfies any monetary claim from outstanding Fees which Company may have incurred towards Payhawk.
In the event where the Payhawk Account available balance is not sufficient to cover and pay the Fees, Company will no longer be able to issue new Cards or to use already issued Cards and make transfers.
Any failure to pay the full amount owed to any Payhawk group entity when required (including, for the avoidance of doubt, any Credit Liabilities) is a breach of this Agreement and Payhawk reserves its rights to suspend the Services in part or in whole and/or terminate this Agreement, as well as recover any outstanding debt or due payment directly from Company in the manner stipulated in the above paragraph or via a third party collection service. Company is responsible for all costs or expenses that Payhawk incurs collecting amounts owed but not timely paid, including legal fees and any interest at the maximum rate permitted under law.
Cards are issued by a relevant Issuer identified on the back of physical Cards and in the Card Terms and Conditions. The Card Terms and Conditions govern Company's use of the Cards. Company may only use the Cards if Company, its Administrators, and its Cardholders consent to the applicable Card Terms and Conditions. Issuers or Payhawk may update Card Terms and Conditions at any time by providing notice to Company including through Payhawk and Company's continued use of the Cards constitutes Company's acceptance of the updated Card Terms and Conditions.
Requesting and Replacing Cards
Administrators may request Card issuance through Company's Payhawk Account but may not provide to and will not request Cards for individuals that are not employees or other persons affiliated with or authorized by Company. Cards may be denied or cancelled due to changes in an Issuer’s policies, as required by law, or for other reasons an Issuer determines are appropriate under the circumstances. Cards may be issued as physical or virtual cards (a Card issued without an associated physical card). By default, the Cardholders will be able to view transactions and manage their Cards through the Payhawk Account. Company must promptly notify Payhawk 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 Company's Payhawk Account. Replacement Cards may have new account numbers that will require Company to update the Card on file for any scheduled or recurring payments. If Company does not update the Card for scheduled or recurring payments, the transactions may not be completed. Company is solely responsible for updating Cards stored with merchants. Payhawk applies a fair use policy whereby Company may only issue up to 5 physical cards and 10 virtual cards per single user.
Cardholders may only use Cards for bona fide business-related Charges. Company is 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. Company 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 that Company may incur where a Charge is denied or reversed. If Company and a merchant have a dispute regarding a Charge, including delivery of the incorrect goods or services or being charged the wrong amount, Company must first attempt to resolve the dispute with the merchant. If such a dispute is not resolved to Company's satisfaction or if Company believes the Charge is unauthorized, Company may initiate a Chargeback through its Payhawk Account. The Card Schemes have established procedures for resolving Chargebacks that may require that Company provides details of the disputed Charge or associated documentation. Chargebacks resolved in Company's favour will be credited to Company's Payhawk Account.
Payhawk may, at its own discretion, decide to apply a cashback program in its relationship with Company. Under Payhawk's cashback program Payhawk will pay back to Company an agreed percent of the entire value of Company's card transactions for the respective month, but no more than the amount of Company's base monthly subscription fee for the month when the transactions were made. The cashback program will only apply to Company's spending via card payments which were settled within the respective one-month period (“Eligible Transactions”). For the avoidance of doubt, the following transactions shall not be deemed Eligible Transactions:
• Inbound transfers to Company's Payhawk Account made by Company or any third party
• Outbound transfers from Company's Payhawk Account
• ATM withdrawals
Cashbacks will be applied in the form of monthly credits which shall be deducted from the Fees due under the invoice for the month following the month when the Eligible Transactions were made and only under the condition that Company have no overdue Fees for previous months. In its capacity as operator of the cashback program Payhawk shall at no point and under no circumstances be liable to Company for an amount exceeding the amount of Company's base monthly subscription fee. Upon termination of your Platform Agreement by either party and for any of the reasons stipulated herein, you will not be entitled to any cashback whatsoever for the Eligible Transactions made in the course of the last month of your subscription.
Term and Termination
This Agreement is in two parts: the Agreement is in effect in respect of your Payhawk Account when you submit an application for Payhawk Account registration to Payhawk and activate the Payhawk Account, and then secondly, once you sign a Quote, and in both cases, this Agreement continues until terminated by either party or as may be otherwise set forth in the Quote. Company may terminate this Agreement by way of sending a one month Notice of termination to firstname.lastname@example.org and paying all amounts owed for the remaining duration of the subscription period. Company will remain responsible for any Charges, Fees, Fines or penalties caused by Company's action or inaction prior to terminating the Agreement. If Company reapplies or reopens a Payhawk Account or uses or attempts to use the Services or Cards, Company is agreeing to the agreement terms in effect at that time. Payhawk may terminate this Platform Agreement, or suspend the Payhawk Account or Cards, with immediate effect by providing Company with a notice of termination. Payhawk may, at its own discretion, decide to terminate the Agreement with immediate effect if Company should fail to pay one or more of the due Fees. In cases under the previous sentence, Company agrees and acknowledges that all Fees under the subscription period to which it has committed shall become due and Company will be liable to Payhawk for the aggregate amount of all Fees to be paid for the remaining duration of the subscription period.
Written Form, Notice and Communication
The written form shall be considered accomplished with sending an e-mail, clicking on a button on the Website or other similar actions, as far as the statement is technically stored in a way that allows it to be reproduced.
By clicking the ‘I Accept’ button to this Agreement, Company agrees that Payhawk may provide notices under this Agreement electronically.
Payhawk will provide notices regarding activity and alerts to the Payhawk Account electronically through Company's Payhawk Account, email, and via text or SMS to the contact information provided to Payhawk by Administrators and Users. Notices affecting payment and legal terms will be sent to Administrators through Company's Payhawk Account or email. Notices sent through Company's Payhawk Account are considered received 24 hours after they are sent. Payhawk may send notices to Users' mobile phones through text or SMS to the phone numbers Administrators and Users provide to Payhawk. 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 Company's 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. Company must contact Payhawk immediately if it is or believes it is having problems receiving notices.
Limitation of Liability
Except in case of intent or gross negligence or except otherwise provided for under the legislation in force, Payhawk's maximum aggregate liability to Company for direct damages under this Platform Agreement is limited to the total amount of Fees actually paid by Company to Payhawk in the three months preceding the event that is the basis of Company's claim. Payhawk is not liable to Company for consequential, indirect, special, or punitive damages, lost profits, or revenue whether or not Payhawk was advised of the possibility by Company.
Representations and Warranties
Company represents and warrants that it 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 Company, Administrators, Cardholders and Users will not engage in restricted activities as specified in this Platform Agreement or the Cards Terms and Conditions; and that the data that Company provides to Payhawk is current, complete, and accurate.
Disclaimer of Warranties by Payhawk
The Services and Beta Services are provided as is and as available. To the maximum extent permitted under applicable law, Payhawk disclaims all express, implied, or statutory warranties of title, merchantability, or fitness for a particular purpose, or non-infringement of Services and Beta Services and nothing in this Platform Agreement will be interpreted to create or imply any such warranty to Company. Integrated 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 the use of integrated services or by their providers. To the maximum extent permitted under applicable law, 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 Company's specific needs or requirements; (c) the Services will be usable by Company, Administrators, Cardholders 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 Payhawk is advised of such defects. Notwithstanding any exclusion of liability in this paragraph, Payhawk's maximum aggregate liability to Company shall be limited to the Fees received from the Customer in the month prior to the incident causing any recoverable loss arising.
Company agrees 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 Company's breach of this Platform Agreement, or an Administrator’s, Cardholder’s or User’s breach of obligations owed under this Platform Agreement/Conditions of Use, 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, Cardholders or other Company employees or agents; for Company’s use of Integrated 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 English law.
In case of dispute between Company and Payhawk in relation to the Services, the English courts 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, this shall have no effect on the other provisions hereof, and 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, and if an amendment by the Parties cannot be achieved, the illegal, invalid or unenforceable clause will be replaced by the mandatory rules of the law or by the established practice.
Payhawk may assign, pledge, or otherwise transfer this Platform Agreement or its rights and powers under this Platform Agreement to an assignee without providing you a 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 owed under this Platform Agreement will be made in the currency stated in the Quote). In the event that this Platform Agreement is terminated, the Card Terms and Conditions will immediately terminate.
Changes to this Platform Agreement
Payhawk may unilaterally modify these Conditions of Use from time to time and shall at all times keep the latest version on the Payhawk website. Any Administrator’s continued use of the Services or Cards constitutes your consent to the revised Conditions of Use. Changes to these Conditions of Use will not affect the provision of Services ordered and paid before the change. 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 these Conditions of Use for any other or future acts, events, or conditions. Further, any delay by Payhawk in enforcing rights under these Conditions of Use does not constitute forfeiture of such rights.
This Platform Agreement comprising these Conditions of Use and the Quote signed by the Company 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. No agreements, representations, or warranties other than those provided in this Platform Agreement will be binding unless agreed in writing between the Company and Payhawk.