These Terms of Service (the “Terms”) govern your access to and use of the Shadpay website, signup flow, dashboards, APIs and related services (collectively, the “Service”) operated by Shadpay SL (“Shadpay”, “we”, “us”, or “our”). By creating an account, requesting access to the beta, or otherwise using the Service, you agree to be bound by these Terms.
1. The Service
Shadpay provides a payment orchestration and failover layer that routes card and alternative‑payment‑method transactions across third‑party payment gateways (such as Stripe, Adyen, Checkout.com and PayPal). Shadpay is not a bank, a payment institution, or an acquirer; we do not hold customer funds. You remain responsible for your relationships with your underlying payment providers.
During the closed beta period the Service is offered on a best‑efforts basis and may change, be limited, or be discontinued at any time. We will give you reasonable notice before any material change that would affect a paying customer.
2. Eligibility
You may use the Service only if you are at least 18 years old and have the legal capacity to enter into a binding agreement. If you are using the Service on behalf of a legal entity, you represent that you have authority to bind that entity to these Terms.
3. Accounts
- You must provide accurate, current and complete information when you register and keep it up to date.
- You are responsible for safeguarding your credentials and for all activity under your account.
- You must notify us promptly at security@shadpay.io of any unauthorized access.
- We may suspend or terminate accounts that violate these Terms or that create undue risk for Shadpay, our customers, or third parties.
4. Acceptable use
You agree not to, and not to allow anyone to:
- Use the Service for any unlawful, fraudulent, deceptive, or harmful purpose, or to process transactions that violate the rules of the underlying payment networks or gateways.
- Attempt to gain unauthorized access to the Service, its infrastructure, or any related systems.
- Reverse engineer, decompile, scrape, or copy any part of the Service except as expressly permitted by law.
- Use the Service to compete with Shadpay, build a competing product, or benchmark it for a competitor.
- Send malware, attempt denial‑of‑service attacks, or otherwise interfere with the Service.
5. Beta program
Access to the beta is offered free of charge or under a special pricing arrangement communicated to you in writing. Beta features are provided “as is” and may contain bugs, errors and other issues. You acknowledge that the beta is not for production use unless we explicitly agree otherwise.
6. Fees and billing
General Availability pricing is published on our website. Unless otherwise agreed in writing:
- Subscription fees are billed monthly in advance and are non‑refundable.
- Usage‑based fees (e.g. per‑transaction charges) are billed monthly in arrears.
- Fees are exclusive of applicable taxes (VAT/IVA), which we will add where required by law.
- We may revise prices with at least 30 days' notice before the next billing cycle.
7. Customer data
You retain all rights to data you submit to the Service (“Customer Data”). You grant Shadpay a worldwide, non‑exclusive, royalty‑free license to host, process and transmit Customer Data solely to provide, secure and improve the Service. Our processing of personal data within Customer Data is governed by our Privacy Policy and, where applicable, a separate Data Processing Agreement.
8. Card data and PCI
When Shadpay handles card data on your behalf, it does so as a PCI‑DSS scoped service provider. You are responsible for the compliance of your own checkout, including any pre‑tokenization handling of card data on your systems.
9. Intellectual property
Shadpay and its licensors own all right, title and interest in and to the Service, including all software, documentation, designs, logos and trademarks. These Terms grant you a limited, non‑exclusive, non‑transferable, revocable right to use the Service in accordance with these Terms. Feedback you provide is licensed to us on a perpetual, royalty‑free basis to improve the Service.
10. Third‑party services
The Service integrates with third‑party payment gateways and infrastructure providers. Your use of those third‑party services is governed by their own terms and we are not responsible for their acts or omissions.
11. Service availability
We work hard to deliver high availability, but we do not guarantee that the Service will be uninterrupted or error‑free during the beta. Once we publish a Service Level Agreement, it will govern uptime commitments for paying customers.
12. Warranties and disclaimers
To the maximum extent permitted by law, the Service is provided “as is” and “as available”, without warranties of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non‑infringement.
13. Limitation of liability
To the maximum extent permitted by law, Shadpay's aggregate liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the fees paid by you to Shadpay in the twelve (12) months preceding the event giving rise to liability, or (b) one hundred euros (€100). In no event will Shadpay be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenues, goodwill or data, even if advised of the possibility of such damages.
Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud or gross negligence.
14. Indemnification
You will defend, indemnify and hold harmless Shadpay and its affiliates, officers, directors and employees from and against any claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Service in breach of these Terms, (b) your Customer Data, or (c) your violation of any law or third‑party right.
15. Term and termination
These Terms apply from the moment you create an account or first use the Service and continue until terminated. You may terminate at any time by deleting your account. We may suspend or terminate your access for breach of these Terms, security risk, or as required by law. Sections that by their nature should survive termination (including intellectual property, disclaimers, limitation of liability, indemnification and governing law) will survive.
16. Changes to these Terms
We may update these Terms from time to time. Material changes will be notified by email or a prominent notice in the Service at least 14 days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.
17. Governing law and venue
These Terms are governed by the laws of Spain, without regard to its conflict‑of‑laws rules. Any dispute arising out of or in connection with these Terms or the Service will be subject to the exclusive jurisdiction of the courts of Madrid, Spain, unless mandatory consumer protection law requires a different forum.
18. Contact
Questions about these Terms? Write to legal@shadpay.io.