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SeamlessPay Services Agreement

This document was last updated on February 20th, 2026

This SeamlessPay Services Agreement (“Agreement”) is a legally binding agreement between Seamless Payments, Inc. & BCAP Holdings, LLC (“SeamlessPay,” “we,” “us,” or “our”) and the individual or entity accessing or using the Services (“Merchant,” “Customer,” “you,” or “your”). This Agreement governs access to and use of SeamlessPay’s payment infrastructure technology platform, including gateway connectivity, payment orchestration services, authentication enablement, tokenization services, fraud prevention integrations, reporting tools, APIs, dashboards, analytics, documentation, and related software or infrastructure (collectively, the “Services”).

This Agreement is intended to clearly allocate operational responsibilities, financial risks, regulatory obligations, cybersecurity responsibilities, and liability exposure between the parties while acknowledging the inherently multi-party, regulated, and evolving nature of global payment ecosystems.

By registering for, integrating with, accessing, or using the Services, you agree to be bound by this Agreement. If you enter this Agreement on behalf of an organization, you represent that you have authority to bind that organization.

1. Roles: Data Controller vs Data Processor

For purposes of this Agreement, the following definitions apply. Defined terms apply whether singular or plural and shall be interpreted broadly to maximize enforceability consistent with applicable law.

Account means any credential, authentication profile, API key, login, certificate, or access mechanism enabling use of the Services.

Authentication Services means technologies facilitating transaction authentication, identity verification, fraud scoring, or liability-shift enablement, including 3-D Secure or similar protocols.

Chargeback means any transaction dispute, reversal, retrieval request, or similar process initiated by a Financial Institution, Payment Network, or customer.

Customer Data means any data transmitted through or generated by use of the Services, including transaction data, payment credentials, authentication data, metadata, and Personal Data.

Data Protection Laws means all applicable privacy and data security laws, including GDPR, UK GDPR, CCPA/CPRA, PSD2-related data requirements, and similar global regulations.

Financial Institution means banks, acquiring banks, issuing banks, payment institutions, electronic money institutions, regulated processors, or similar entities.

High-Risk Merchant means any Merchant designated by SeamlessPay as presenting elevated fraud, compliance, financial, operational, or reputational risk.

Merchant Environment means all systems, endpoints, integrations, personnel, contractors, vendors, credentials, and infrastructure controlled by Merchant.

Payment Network means card networks, bank transfer networks, real-time payment rails, digital wallet providers, ACH operators, or similar payment infrastructure.

Security Incident means unauthorized access to Customer Data within SeamlessPay’s controlled production environment, excluding incidents originating within the Merchant Environment.

Subprocessor means third parties engaged by SeamlessPay to process data or provide infrastructure supporting the Services.

Interpretive principles:

  • References to laws include amendments and successor regulations.
  • Ambiguities shall be interpreted to maximize enforceability.
  • Headings do not limit interpretation.

2. Nature of the Services and Regulatory Positioning

SeamlessPay operates exclusively as a payment technology infrastructure provider. The Services facilitate connectivity between merchants, processors, authentication networks, tokenization providers, fraud detection vendors, and financial institutions but do not themselves constitute regulated financial services unless explicitly agreed in writing.

Except where expressly stated otherwise:

  • SeamlessPay is not a bank or Financial Institution.
  • SeamlessPay does not hold or transmit customer funds.
  • SeamlessPay does not underwrite merchants.
  • SeamlessPay does not control authorization, settlement, or dispute decisions.
  • SeamlessPay does not guarantee regulatory compliance outcomes.

All financial services are provided by third-party Financial Institutions. Nothing in this Agreement creates a fiduciary, agency, joint venture, or partnership relationship.

This positioning applies globally, including under PSD2, UK Payment Services Regulations, and analogous regimes.

3. Third-Party Dependencies and Ecosystem Risk

Payment infrastructure inherently depends on multiple independent parties including Financial Institutions, Payment Networks, authentication providers, tokenization vendors, fraud service providers, telecommunications infrastructure, and cloud hosting providers. SeamlessPay does not control these entities and cannot guarantee their availability, performance, or security posture.

Merchant acknowledges that:

  • Authorization approvals are determined by issuers.
  • Settlement timing is determined by acquirers.
  • Network rules and dispute outcomes are determined by Payment Networks.
  • Authentication outcomes depend on issuer participation.

Accordingly, SeamlessPay is not responsible for third-party outages, breaches, delays, or operational failures.

4. Merchant Responsibilities and Compliance

Merchant retains primary responsibility for:

  • Compliance with applicable laws and Payment Network rules.
  • PCI DSS compliance where applicable.
  • Fraud prevention and transaction legitimacy.
  • Customer disclosures and consent management.
  • Security of Merchant Environment systems and credentials.
  • Oversight of employees, contractors, and vendors.

Merchant acknowledges that failures within its environment may expose both parties to risk and accepts responsibility for such risks.

5. Security Responsibilities, Breach Allocation, and Cyber Risk

Security in payment ecosystems is shared. SeamlessPay maintains commercially reasonable administrative, technical, and organizational safeguards but does not guarantee prevention of Security Incidents. Cyber threats evolve rapidly, and even robust safeguards cannot eliminate risk.

To the fullest extent permitted by law, SeamlessPay shall not be liable for:

  • Breaches originating in the Merchant Environment;
  • Credential compromise or social engineering attacks;
  • Third-party processor or Payment Network breaches;
  • Cloud infrastructure incidents;
  • Authentication provider failures.

Merchant agrees to indemnify SeamlessPay for:

  • PCI DSS fines or assessments;
  • Payment Network penalties or monitoring costs;
  • Card replacement costs;
  • Regulatory investigations or remediation expenses.

SeamlessPay shall not be liable for data restoration costs, notification obligations, credit monitoring expenses, forensic investigations, or regulatory response costs except where required by law.

6. Data Protection, Privacy, and International Transfers

Merchant generally acts as Data Controller or Business; SeamlessPay acts as Processor or Service Provider. SeamlessPay processes data solely to provide Services, prevent fraud, maintain system integrity, and comply with legal obligations.

International data transfers may occur and may rely on:

  • Standard Contractual Clauses;
  • UK International Data Transfer Addendum;
  • Comparable safeguards.

SeamlessPay does not guarantee Merchant compliance with GDPR, PSD2/SCA, AML, sanctions, or similar regulations.

7. SeamlessPay Transactional Messaging

By opting in, you agree to receive transactional text messages from SeamlessPay relating to your business transactions, including invoices, payment links, receipts, payment reminders, and billing updates.
Message frequency varies. Message and data rates may apply. Consent to receive texts is not a condition of purchase.
Reply STOP to unsubscribe. Reply HELP for assistance, or contact support@seamlesspay.com. After opting out, you may receive a confirmation message. Carriers are not liable for delayed or undelivered messages.

8. High-Risk Merchant Framework

SeamlessPay may designate Merchant as high risk based on chargeback ratios, fraud indicators, industry classification, regulatory exposure, or Payment Network monitoring thresholds.

Where elevated risk exists, SeamlessPay may:

  • Require rolling reserves or delayed settlement;
  • Adjust pricing;
  • Require enhanced monitoring;
  • Suspend or terminate Services.

Merchant remains fully responsible for fraud losses, disputes, and regulatory obligations.

9. Fees, Setoff, and Risk Mitigation

Fees may include transaction fees, platform fees, authentication fees, data service fees, network pass-through costs, and risk-related charges.

SeamlessPay may:

  • Deduct fees from settlement flows where permitted;
  • Offset outstanding liabilities;
  • Establish reserves;
  • Delay settlement to mitigate risk.

Such actions do not create custodial or fiduciary obligations.

10. Service Availability, Maintenance, and Platform Evolution

SeamlessPay operates complex infrastructure dependent on third-party systems. Continuous availability cannot be guaranteed. Scheduled or emergency maintenance may occur without liability.

Unless expressly agreed in a separate SLA:

  • No uptime guarantees apply;
  • No service credits apply;
  • No performance guarantees apply.

SeamlessPay may modify Services to address security threats, regulatory changes, or operational improvements without prior notice where necessary.

11. Beta Services

SeamlessPay may offer Beta Services or experimental features. These are provided “as is,” may contain vulnerabilities or incomplete functionality, and may be modified or discontinued at any time.

SeamlessPay provides no SLA, compliance assurance, or performance guarantee for Beta Services and assumes no liability arising from their use.

12. Publicity Rights

SeamlessPay may identify Merchant as a customer in marketing materials using Merchant name and logo, provided no confidential information is disclosed. Merchant may request removal upon reasonable written notice.

13. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” SeamlessPay disclaims all warranties, including merchantability, fitness for purpose, non-infringement, security guarantees, regulatory compliance guarantees, and performance guarantees.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SEAMLESSPAY SHALL NOT BE LIABLE FOR:

  • INDIRECT OR CONSEQUENTIAL DAMAGES;
  • LOST PROFITS OR BUSINESS INTERRUPTION;
  • FRAUD LOSSES OR CHARGEBACKS;
  • PAYMENT NETWORK FINES;
  • REGULATORY PENALTIES;
  • DATA LOSS OR CORRUPTION;
  • REPUTATIONAL HARM.

SeamlessPay’s total aggregate liability arising out of or relating to these Terms shall not exceed the greater of:
$5,000 USD; or

The amount paid to SeamlessPay in the 3 months preceding the claim. Not to include any third party fees collected by SeamlessPay such as Interchange, card brand, network, or acquirer fees.
This limitation applies regardless of theory of liability.

15. Indemnification

Merchant shall indemnify SeamlessPay from claims arising from Merchant business activities, fraud, regulatory violations, network rule violations, data protection violations, or breach of this Agreement. These obligations survive termination.

16. Suspension and Termination

SeamlessPay may suspend or terminate Services immediately where fraud risk, regulatory exposure, sanctions risk, network rule requirements, or material breach is identified.

17. Sanctions, Export Controls, and AML

Merchant shall not use the Services in violation of sanctions, export controls, or anti-money laundering regulations. SeamlessPay may suspend Services immediately for compliance risk.

18. Governing Law and Dispute Resolution

This Agreement is governed by New York law. Disputes shall be resolved by binding arbitration unless prohibited by law. Class actions and jury trials are waived where permitted.

19. General Provisions

This Agreement constitutes the entire agreement between the parties. If any provision is unenforceable, remaining provisions remain effective. Liability, indemnification, regulatory allocation, and survival provisions continue after termination.