These Terms govern access to the website and use of the TupiPay platform. Please read this document before creating an account, connecting a store, or using any feature. By accessing or purchasing the Services, you represent that you have the legal capacity and authority to accept these terms.
1. Definitions
TupiPay is developed and operated by FLOWBORDER LLC. For ease of reference, the terms below have the following meanings:
- TupiPay: the brand, platform, and suite of services described in these Terms.
- Customer or Merchant: an individual or legal entity that purchases or uses TupiPay services for its business activities.
- User: an individual authorized by the Customer to access the account and operate the platform.
- Buyer: an individual who initiates or completes a purchase from a store connected to TupiPay.
- Services: the store connection features, proprietary checkout, proprietary gateway, payment processing, dashboard, APIs, integrations, and related functionality made available by TupiPay.
- Transaction: any payment attempt or event, including authorization, capture, settlement, failure, cancellation, reversal, refund, or dispute.
- Commercial Terms: any proposal, agreement, service order, or other instrument establishing prices, limits, and specific terms of engagement.
2. Acceptance and order of precedence
By accessing the website or using the Services, the Customer and its Users agree to these Terms and the policies referenced herein. Anyone accepting these Terms on behalf of a company represents that they have the authority required to bind that company.
The Commercial Terms supplement these Terms. In the event of a conflict, the specific instrument will control with respect to the negotiated matter, followed by these Terms and any applicable operational policies.
3. TupiPay Services
TupiPay brings together, in a single operation, store connections, a proprietary checkout, and a proprietary gateway for payment processing. The platform may receive order information, power the checkout experience, route a Transaction for processing, and return the events required by the store to manage the payment.
Available features may vary depending on the integration, account profile, payment method, risk review, and Commercial Terms. The presence of a feature on the website or in the documentation does not guarantee that it will be automatically enabled for every account.
4. Registration and verification
To use the Services, the Customer must provide truthful, complete, and up-to-date information. We may request documents and information regarding the company, its representatives, beneficial owners, business activities, products, source of funds, and Transactions.
Registration and continued use may be subject to identity, compliance, security, and risk reviews. The Customer must promptly report any material change and ensure that only authorized individuals have access to its account.
Approval of an account or Transaction does not constitute an endorsement of the Customer’s activities and does not transfer responsibility for the Customer’s products, services, or obligations to TupiPay.
5. Customer obligations
The Customer is responsible for:
- complying with all laws applicable to its activities, including consumer protection, tax, advertising, and data protection requirements;
- clearly and accurately describing its products, prices, delivery terms, recurring billing, cancellation, and refund conditions;
- providing support to Buyers and honoring the offers it makes;
- keeping its registration, banking, and business information accurate and up to date;
- obtaining all authorizations required to transmit data to TupiPay and use that data through the Services;
- protecting the credentials, devices, and environments under its control;
- monitoring its account and promptly reporting suspected fraud, unauthorized access, or security incidents; and
- cooperating with reasonable requests for information relating to risk, compliance, audits, disputes, or legal obligations.
6. Prohibited activities
The Services may not be used to:
- commit fraud, money laundering, finance unlawful activities, or engage in any conduct prohibited by law;
- sell illegal, deceptive, or unauthorized goods or services, or goods or services that infringe third-party rights;
- fabricate Transactions, manipulate indicators, conceal the true nature of an operation, or use payment data without authorization;
- attempt to access third-party accounts, systems, or data, bypass controls, or test vulnerabilities without prior authorization;
- distribute malicious code, interfere with the platform, or compromise the security or availability of the Services; or
- use TupiPay in a manner that exposes Buyers, the platform, or the payment ecosystem to undue risk.
Certain activities may be subject to restrictions, additional review, or specific authorization depending on the associated risk and applicable requirements.
7. Commercial terms
Fees, taxes, limits, settlement cycles, payout criteria, reserves, and other financial conditions will be established in the Commercial Terms or presented through the platform. The Customer is responsible for reviewing this information before using the applicable Service.
Where contractually provided and permitted by law, amounts may be set off, withheld, or placed in reserve to cover obligations relating to fees, refunds, reversals, disputes, negative balances, identified risks, or other amounts owed by the Customer. The scope and duration of any such measure will reflect the applicable circumstances.
Each party is responsible for the taxes and obligations assigned to it by law.
8. Transactions, refunds, and disputes
Submission of a Transaction does not guarantee its authorization, capture, or settlement. A Transaction may be declined, cancelled, reversed, or subjected to additional verification based on the available information, applicable rules, and risk assessment.
The Customer must:
- obtain the Buyer’s authorization and retain appropriate evidence of the purchase and delivery;
- present clear policies and process refunds owed through the original Transaction, where applicable;
- maintain sufficient funds to cover refunds, reversals, disputes, and negative balances; and
- respond within the stated period to requests for documents or evidence relating to a dispute.
Disputes and chargebacks may be decided by other participants in the payment ecosystem under their own rules. TupiPay may assist with the submission of evidence but does not guarantee an outcome favorable to the Customer.
9. Security and integrations
The Customer must implement its integration in accordance with the current documentation, restrict credentials by environment and purpose, and adopt the security controls applicable to its operation. Keys, tokens, and passwords must be treated as confidential and must not be published, improperly shared, or embedded in publicly accessible code.
Payment card data and other sensitive information must be transmitted only through components and fields intended for that purpose. The Customer must not store or transmit such data through messages, logs, URL parameters, or free-form fields.
Changes to endpoints, credentials, permissions, webhooks, and critical settings must be tested and monitored by the Customer. Any indication of compromise must be reported to TupiPay immediately.
10. Availability, changes, and support
We seek to keep the Services secure and available, but interruptions may occur as a result of maintenance, updates, internet failures, technical dependencies, force majeure events, or circumstances beyond TupiPay’s reasonable control.
Features may be corrected, updated, replaced, or discontinued to preserve security, compliance, performance, or product development. When a change requires material action by the Customer, we will use the available channels to provide the applicable instructions.
Support channels and conditions will be those presented through the platform or established in the Commercial Terms.
11. Intellectual property
The TupiPay platform, software, interfaces, documentation, trademarks, visual elements, and other content are protected by intellectual property rights. These Terms do not transfer ownership of any such assets to the Customer.
For the duration of the relationship and subject to these Terms, the Customer receives a limited, non-exclusive, non-transferable, and revocable license to access and use the Services for its own operations. The Customer may not copy, sell, sublicense, reverse engineer, or create derivative works, except where permitted by law or authorized in writing.
The Customer retains ownership of its own content and grants TupiPay the permissions required to host, transmit, and process that content solely to provide and protect the Services.
12. Privacy and data protection
The processing of personal data in connection with the Services is described in the Privacy Policy. The Customer and TupiPay must comply with the data protection obligations applicable to each of them based on the role each party performs in a given processing activity.
When acting as the party responsible for processing, the Customer must provide its own notices to Buyers and may not instruct TupiPay to process data unlawfully or in a manner inconsistent with the parties’ agreement.
13. Suspension and termination
Access to some or all of the Services may be restricted or suspended in circumstances including:
- indications of fraud, prohibited activity, material risk, or a security compromise;
- false, incomplete, or outdated registration information that is not corrected after a request;
- breach of these Terms, the Commercial Terms, or applicable law;
- non-payment or an unresolved negative balance;
- an order from a competent authority or a requirement applicable to the payment ecosystem; or
- the need to protect Buyers, third parties, the Customer, or TupiPay itself.
Where possible and legally permitted, we will provide the reason and any steps required. Termination will be governed by the Commercial Terms and will not extinguish prior obligations, including those relating to Transactions, disputes, confidentiality, intellectual property, data protection, and outstanding amounts.
14. Liability
TupiPay is liable for damages legally attributable to it, subject to these Terms, the Commercial Terms, and applicable mandatory law. The Customer is responsible for its business activities, products and services, published content, support provided to Buyers, and all use made through its credentials and Users.
TupiPay does not guarantee sales volume, Transaction approval, financial results, absolute freedom from interruptions, or success in disputes. External events, actions by the Customer or Buyer, and decisions by other participants in the payment ecosystem may affect a Transaction.
Any limitations or exclusions of liability established in the Commercial Terms will apply only to the extent permitted by law and will not waive any rights that cannot be contractually waived.
15. Changes to these Terms
These Terms may be updated to reflect legal, operational, security, or Service changes. The current version will be published on this page together with its last-updated date. When a material change requires additional notice, we will use the available communication channels.
Continued use after an update takes effect constitutes acceptance to the extent permitted by law. If the Customer does not agree, it may discontinue use in accordance with the applicable terms, without affecting obligations already incurred.
16. Governing law and dispute resolution
These Terms are interpreted in accordance with the laws of the Federative Republic of Brazil to the extent applicable to the relationship. Before commencing a formal dispute, the parties will seek a good-faith resolution through the available support channels.
The forum will be the one established in the Commercial Terms or, if no specific provision applies, the forum having legal jurisdiction, in each case subject to mandatory jurisdictional and consumer protection rules.
17. Contact
Questions about these Terms or the Services may be sent to contato@tupipay.com.