General Conditions of Sale
1. Definitions In these General Conditions of Sale ("Conditions"), the following terms shall have the meanings ascribed to them below:
1.1 "Company" refers to PayFlow, an international fintech specializing in payroll and human resources (HR) services.
1.2 "Customer" refers to any entity or individual purchasing services from the Company.
1.3 "Services" refers to any payroll, HR, or associated services provided by the Company to the Customer.
1.4 "Agreement" refers to any contract between the Company and the Customer incorporating these Conditions.
2. Scope of Application
2.1 These Conditions apply to all offers, sales, and deliveries of Services by the Company to the Customer, except where otherwise agreed in writing.
2.2 Any deviation from these Conditions must be explicitly agreed upon in writing by the Company.
3. Service Provision
3.1 The Company undertakes to provide Services with reasonable skill and care in accordance with industry standards.
3.2 The scope, fees, and delivery schedule of the Services shall be as specified in the Agreement.
3.3 The Customer agrees to provide all necessary information and cooperation required for the proper provision of the Services.
4. Fees and Payment
4.1 Fees for the Services shall be specified in the Agreement and shall be payable in the currency specified therein.
4.2 Unless otherwise agreed, invoices are due for payment within thirty (30) days of the invoice date.
4.3 In the event of late payment, the Company reserves the right to charge interest on the overdue amount at the rate of 1.5% per month or the maximum permitted by applicable law.
5. Confidentiality
5.1 Both parties agree to maintain the confidentiality of any proprietary or confidential information received from the other party.
5.2 Confidential information shall not be disclosed to third parties without prior written consent, except as required by law.
6. Data Protection
6.1 Each party agrees to comply with all applicable data protection and privacy laws in relation to personal data processed under the Agreement.
6.2 The Company shall implement appropriate technical and organizational measures to protect Customer data.
7. Liability and Indemnification
7.1 The Company's liability for any claims arising under the Agreement shall be limited to direct damages not exceeding the fees paid by the Customer for the Services during the preceding twelve (12) months.
7.2 Neither party shall be liable for any indirect, incidental, or consequential damages, including loss of profit or business.
7.3 The Customer agrees to indemnify the Company against any third-party claims arising from the Customer's misuse of the Services.
8. Term and Termination
8.1 The Agreement starts on the effective date specified and continues until terminated in accordance with its terms.
8.2 Either party may terminate the Agreement upon thirty (30) days' written notice if the other party materially breaches its obligations and fails to cure such breach within the notice period.
8.3 Upon termination, the Customer shall pay any outstanding fees for Services provided up to the termination date.
9. Force Majeure
9.1 Neither party shall be liable for failure or delay in performing its obligations due to causes beyond its reasonable control, including natural disasters, acts of government, or technical failures.
10. Governing Law and Jurisdiction
10.1 These Conditions and any Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].
10.2 Any disputes arising under these Conditions shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].
11. Miscellaneous
11.1 Any amendments to these Conditions must be in writing and signed by authorized representatives of both parties.
11.2 If any provision of these Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
11.3 The Customer may not assign or transfer its rights or obligations under the Agreement without prior written consent from the Company.
Last Updated: 01/03/2025
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