Terms and Conditions for the use of Dlocal Services

Last Update: 17 March, 2023 

1. Introduction

We are Dlocal LLP (“we”, “us” or “Dlocal” the “Processor”), a company registered in England and Wales and with our registered office at 4 King’s Bench Walk, Temple, London, EC4Y 7DL, United Kingdom.

This Agreement and Term & Conditions (together the “Agreement” or the “Terms”) is a contract between you (“you”, the “user” or the “Merchant”) and governs your use of Dlocal Direct Services.

By using our services, you confirm that you accept these Agreement and that you agree to comply with it. If you do not agree to these Terms, you must not use Dlocal Services. Please note that you agree to be bound by these Terms and the other documents expressly referred to in it, from the time that you register to use the Services up until the time your Account is terminated.

This is an important document which you must consider carefully when choosing whether to use the Dlocal Services. Please note the following risks of using Dlocal Services:

1. Payments received in your Account may be reversed at a later time, for example, if a payment is subject to a Chargeback, Reversal, Claim or is otherwise invalidated. This means that a payment may be reversed from your Account after you have provided the sender the goods or services that were purchased.
2. We may close, suspend, or limit your access to your Account or the Dlocal Services, and/or limit access to your funds if you violate this Agreement or any other agreement you enter into with Dlocal.
3. There are other terms that may apply to you, which also apply to your use of our site such as the Privacy Notice and the Cookie Policy, which sets out information about the cookies on our site.
4. You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the Dlocal Services, including but not limited to, those related to export or import activity, taxes or foreign currency transactions.

We amend these Terms from time to time as set out in Clause c). Every time you wish to use our Services, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated in February 2023.

2. Definitions

“Account” means the user’s account created after registration to use the Dlocal Services.

“Available Amount” has the meaning specified in Clause 7 b (i).

"Business Days" means any day other than: (i) a Saturday or Sunday; (ii) a holiday and/or; (iii) a day on which banking institutions are Authorized by law in the UK by a regulatory order to be closed.

"Chargeback" means a circumstance whereby the Customer claims that the products and/or services were not received and therefore demands to be refunded the payment made for that product and/or service.

“Customer” means the customers of the Merchant.

“Deposit” has the meaning specified in Clause 7 a.

"Dlocal Service" means the payment processing solution which enables users to pay for the purchase of goods or services: (i) directly from accounts held in selected Bank institutions; (ii) through cash payments; (iv) through credit or debit Cards; or (v) through other payment methods offered by the Processor.

"Fees" means those amounts stated in Clause 8 of this Agreement.

"Information" means any Account information that you provide to us, including but not limited to personal information, financial information, or other information related to you or your business.

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world./p>

"Merchant" and “Seller” are used interchangeably and mean a user who is selling goods and/or services and using Dlocal Services to receive payments.

“Payment Processing Services” means the payment processing services provided by the Processor through Dlocal pursuant to these Terms & Conditions.

"Policy" or "Policies" means any Policy or other agreement between you and Dlocal that you entered in connection with your use of the Dlocal Services.

"Restricted Activities" means those activities described in Clause 6 of this Agreement.

“Territory” means the territories that the Merchant shall use the Payment Processing Services.

3. Payment Services and Eligibility

3.1 Payment Services

The Merchant appoints and retains the Processor as its exclusive provider of Payment Processing Services in the Territory with respect to its Customers.

The Merchant agrees to accept payment by Dlocal Services for its online sales.

By using Dlocal Services, you will be able to accept online payments for the products and/or services offered in your website from end users.

Dlocal Services is a payment processing solution which enables users to pay for the purchase of goods or services: (i) directly from accounts held in selected Bank institutions; (ii) through cash payments; (iv) through credit or debit Cards; (v) through other payment methods offered by the Processor;

3.2 Eligibility

You must be at least 18 years old to register on our website and to use our Services. We will not provide the Dlocal Services to you if you do not satisfy this age requirement. If you are under 18 years old, please do not attempt to use Dlocal Services.

By using Dlocal Services, you warrant that you have the right, authority and capacity to enter into and be bound by these Terms.

3.3 Merchant’s KYC Information

1. Your contact information. It is your responsibility to keep your primary email address up to date so that Dlocal can communicate with you electronically. You understand and agree that if Dlocal sends you an electronic communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, Dlocal will be deemed to have provided the communication to you effectively. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Dlocal to your email address book so that you will be able to view the communications we send to you.
2. Identity Verification. You authorize Dlocal, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information or documentation, requiring you to provide a taxpayer or national identification number or pictures, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report or verifying your Information against third party databases or through other sources.
3. Supporting documentation. You are required to provide Dlocal with all documentation that may be requested to you from time to time in order to comply with international standards in terms of Anti-Money Laundry.
4. User acknowledges that the KYC documentation requested by Dlocal is mandatory in order to use Dlocal Services. Until the KYC is complete, the User might have a limited capability of processing. You will be unable to receive your funds in your account until the KYC is completed.
5. If the KYC is not successfully completed within 30 days from the opening of the account, the User will be unable to continue processing and the account shall be inactivated. Only once all the requested documentation has been provided, the User will be capable to request the transfer of the Funds and the close of the account or continue accepting payments through the account.

4. Registration with Dlocal

1. In order to use Dlocal Services you must register and create an Account.
2. We may request, at any time (via email, telephone or any other means), any information or documentation that can prove your identity, address and/or authenticity of the transactions. You agree to provide us with true, precise and complete information.
3. Upon completing the registration process you will create an Account and receive a password, a username and an account number. You must not create more than one Account for your own use of the website or the Dlocal Services.
4. Your Account is personal and shall not be transferred to any individual. In the event that another individual accesses the Account due to you having provided any of your account details, you shall be liable for this individual's access. You shall compensate us for all and any losses, damages, costs and expenses we may suffer as a result of any failure by you to keep your account details confidential.
5. You are responsible for: (i) maintaining the confidentiality of the password and username; (ii) not permitting others to use your Account; (iii) not using the Accounts of other users; (iv) refraining from selling, trading, or otherwise transferring your Account to another party; (v) immediately notifying us via email at support@dlocalgo.com if you have any suspicion of unauthorized use of your password or Account or any other breach of security, including unauthorized use of your debit or credit card.
6. You must not provide false account details, which include but are not limited to your name, email address, age or location. In the event that we have reasons to believe that you have provided us with false account details or with false documentation, we reserve the right to terminate the provision of our Services to you and restrict your access, suspend or cancel your Account without prior notice. You agree to hold us harmless against any falsehood or inaccuracy contained in the information you provide us.
7. You warrant that the email address with which you register your Account is an active, valid email address controlled by you.

5. Use of Dlocal Services

1. You are responsible for providing and paying for any means and equipment necessary to enable your access to the Services.
2. You agree not to disguise, or interfere in any way with, the IP address of the device you are using to access the Services or otherwise take steps to prevent us from correctly identifying the actual IP Address of the device you are using whilst accessing the Services.
3. You commit to comply with OFAC, United Nations, United Kingdom, European Union, and any applicable local sanctions regulations and acknowledges that payments related to jurisdictions or activities sanctioned by those bodies shall not be made in connection with these Terms..
4. When using our Services, you warrant that you are in compliance with all relevant and applicable laws and regulations of whatever country you are physically located and with all Dlocal’s policies.
5. You shall only use the Services for lawful purposes. You shall not use the Services to receive or transmit material that is obscene, harassing, and defamatory, in breach of confidentiality or violation of any Intellectual Property Rights.
6. Without prejudice to the right of initiating legal proceedings or reporting the fact to the relevant authorities, in the event that we have reasons to believe that you are making any illegal and/or unauthorized use of the Services, we reserve the right to restrict your access, suspend or cancel your Account without prior notice. Illegal and/or unauthorized use of the Services includes but is not limited to:
   • using the Services without satisfying the age requirement of at least 18 years old;
   • submitting false, inappropriate or inaccurate account details or personal data to us;
   • registering and/or using more than one Account;
   • engaging in any illegal and/or fraudulent activity;
   • acting in a manner that is detrimental to the conduct of our business or which may result in legal liability for you, us or a third party; and
   • providing, creating or disseminating computer viruses.
   • Imposing surcharge or any other fee for accepting Dlocal Direct as a payment method without our prior written consent. You may charge a handling fee in connection with the sale of goods or services, as long as the handling fee is not higher than the handling fee you charge for non-Dlocal transactions.
7. Dlocal will operate the website with the reasonable skill and care of an online service provider based on the relevant industry standard.
8. Dlocal will use its reasonable endeavors to maintain the operation of the website and the Dlocal Services. Whenever it is necessary to temporarily suspend the Dlocal Services for operational or other reasons, Dlocal will use its reasonable endeavors to restore the website and re-establish the provision of the Dlocal Services.
9. The user acknowledges and agrees that any payment processed via the Dlocal Services may be subject to limits and conditions imposed by the applicable legislation and any regulation authority, and that Dlocal reserves the right to restrict the maximum amount of any transaction processed by Dlocal accordingly.
10. Dlocal may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party so as to enable or facilitate the provision of the Services to the user.
11. The user accepts and authorizes the exchange rate sused by Dlocal.
12. Dlocal reserves the right to refuse the process transactions through the Dlocal Services where such transactions are not compliant with the applicable legislation, any regulation authority codes of practice for Dlocal's policies or operations standards.
13. The user acknowledges and agrees that any transfer of funds made via the Dlocal Services have the sole purpose of allowing users to make payments in good faith in your websites, and that none of these payments shall be considered as a credit granted by Dlocal to the user.
14. In the event that the Processor receives a complaint from a Customer, the Processor shall as soon as reasonably practicable refer the complaint to the Merchant where such complaint is in respect of products or services provided or to be provided by the Merchant, and in any event the Merchant shall reimburse the Processor for any cost it might incur as consequence of the Customer’s complaint including attorney’s fees.
15. Merchant agrees that it will reimburse the Processor for the amount of any Refunds, Chargebacks, and that the Processor is entitled to deduct such Refunds and Chargebacks from the payments to be made to the Merchant. If, however, there are insufficient funds to cover any Refunds, Chargebacks, the Merchant shall pay such fines by wire transfer to the Processor no later than two (2) business days following the Transactions to which they apply.
16. Dlocal shall be able to contact a Customer to confirm the veracity of a transaction and confirm receipt of product delivery.
17. To complete biometric validations, Dlocal may request from Merchant to provide further documentation to validate documents and the identity of an involved person.

6. Restricted Activities

In connection with your use of Dlocal Services, you will not:

• Breach this Agreement, or any other Policy that you have agreed to with Dlocal;
• Violate any law, statute, ordinance, or regulation;
• Infringe Dlocal's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
• violate the list of restricted and prohibited activities attached here as Annex 1;
• Sell counterfeit goods;
• Act in a manner that is defamatory, trade libelous, threatening or harassing to our employees, agents or other Users;
• Provide false, inaccurate or misleading Information;
• Engage in potentially fraudulent or suspicious activity and/or transactions;
• Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
• Conduct your business or use the Dlocal Direct Services in a manner that results in or may result in complaints, Disputes, Claims, Reversals, Chargebacks, fees, fines, penalties and other liability to other Users, third parties or you;
• Use your Account or Dlocal Direct Services in a manner that Visa, MasterCard, American Express, Discover or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;
• Facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
• Use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
• Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our website;
• Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;
• seek to copy, data-mine, cache, reverse engineer, decompile, disassemble or otherwise extract data from Dlocal Direct except as otherwise agreed in this Agreement;
• obtain or claim any ownership in any software (or in any derivation or improvement) connected to Dlocal Direct or the Payment Processing Services;
• sub-license the use of Dlocal Direct to any person (other than its Customers); and/or
• create, write or develop any derivative software or any other software based on Dlocal Direct or the Payment Processing Services utilising the proprietary and Confidential Information of the Processor or a third-party licensor of the Processor.
• betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races that service Territories residents or persons
• foreign exchange trading;
• bill payment services (meaning a service that allows debtors to pay their bills to utilities or other creditors);
• items that encourage, promote, facilitate or instruct others to engage in illegal activity to include, without limitation, drug trafficking, sex and human trafficking, arms trafficking, or laundering money;
• infringing or encouraging infringement of any intellectual property or any other proprietary right under the Applicable Legislation including, but not limited to: offering, providing, selling, furnishing making, having made any designer handbags, clothing and accessories, and consumer electronics;
• promoting hate, violence, racial intolerance, or the financial exploitation of a crime in any manner whether directly or indirectly;
• promoting, supporting or glorifying acts of violence or harm towards self or others
• Where payment is made by Dlocal Direct, the Merchant shall not permit any change in the delivery address after the Authorization Request has been sent to the Processor.
• To the maximum extent permitted by law, in no event shall the Processor be liable for any payments in excess of the Daily Transaction Limit.

7. Payments to the User

1. Merchant Deposits shall be withheld from the amounts processed by the User in order to cover Chargebacks and refunds (the “Deposit”). The Deposit will be equal to 5% of the amounts processed by Dlocal. Notwithstanding the above, the 10% is subject to change according to Dlocal’s assessment of the Merchant.
2. Payments to the User shall be made in accordance with the following terms:
   1. the amounts processed by the user less fees and any Refunds, Chargebacks and Deposits where applicable and any other amounts deductible (the “Available Amount”), will be available for payment to the User, within fourteen (14) days of the transaction, unless Dlocal’s assessment of the Merchant requires a change to shorten or expand such date, from when the transaction was made which shall be found in the pricing list. The Available Amount may also vary depending on the Merchant's shipping policy or its shipping times in which case the Payments may also vary.
3. In the event any funds due to the User are seized or made unavailable by an action of a law enforcement body, regulator or other third party, Dlocal shall use reasonable efforts, at User’s expense, to assist the User in securing release of such funds as soon as possible.
4. The User shall as soon as practicable, verify the correctness and completeness of the payments and statements of account by the Processor. Complaints and objections about these payments may only be made in writing within a strict time limit of 8 (eight) weeks after receipt of the payment by the Merchant.

8. Dlocal Services fees and taxes

1. The Service Fees and settlements are included in this link
2. The Processor may modify, with immediate effect, the Service Fees stated in the pricing list in order to pass through an increase in costs due to a change in law, regulation, rule or member or association agreement or in the interpretation of Laws and regulations outside of the Processor’s control.
3. Any changes to the Service Fees that are not contemplated in Clause 8 b) above, shall be applicable to the Merchant within 30 days of such change in the Service Fees.
4. In the event the Merchant decides to activate a new means of payment, the Merchant shall accept new Terms and Conditions referred to that means of payment specifically.

9. Intellectual property rights

1. The Intellectual Property Rights on Intellectual Property related to the provision of Services and the Website, its functionality and appearance, are either owned by or licensed to Dlocal.
2. You are expressly prohibited from:
   1. reproducing, copying, sharing, editing, transmitting, uploading, modifying, altering, incorporating into any other materials, removing, commercializing or using any Intellectual Property related to the provision of Services and the Website, its functionality and appearance;
   2. Doing anything which may be seen to take unfair advantage of the reputation and goodwill of the website the Services and/or Dlocal’s business in general; and
   3. Doing anything that could be considered an infringement of the Intellectual Property Rights owned and/or licensed to Dlocal without first obtaining the written permission of the owner of the Intellectual Property.

10. Data Protection

This Clause sets out the terms that apply when Personal Data is processed by Dlocal under these Terms and Conditions. The purpose of this Clause is to ensure such processing is conducted in accordance with applicable laws and with due respect for the rights and freedoms of individuals whose Personal Data is processed.

1. Definitions
   1. Data Controller: means the natural or legal person, public authority, agency or b) other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data, or as otherwise defined in the Data Protection Legislation;
   2. Data Processor: means the person, entity or body which processes Personal Data on behalf of the Controller, or as otherwise defined in the Data Protection Legislation
   3. Data Protection Legislation: means any data protection legislation applicable to the processing of Personal Data by Dlocal including but not limited to the GDPR as amended and adopted by UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”);
   4. End Users’ Personal Data: means Personal Data of the Merchant’s individual end users Processed by Dlocal for the purposes of these Terms and Conditions;
   5. Personal Data: means any information relating to an identified or identifiable natural person (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, or as otherwise defined in the Data Protection Legislation;
   6. Process or Processing: means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, or as otherwise defined in the Data Protection Legislation;
2. Applicability and Scope
   1. Applicability. This lause will apply only to the extent that Dlocal processes, on behalf of the Merchant, Personal Data to which Applicable Data Protection Legislation applies.
   2. Scope. The subject matter of the data processing is the provision of the Services, and the processing will be carried out for the duration of these Terms and Conditions.
3. Roles of the parties
   1. Dlocal as a Data Processor. The parties acknowledge and agree that regarding the processing of End Users’ Personal Data, Merchant acts as a data controller and Dlocal is a data processor. As such, Dlocal will process End Users’ Personal Data in accordance with the Merchant’s instructions.
   2. Dlocal as an Independent Data Controller. Parties may process End Users’ Personal Data as Independent Controllers when they independently determine the purposes and means of processing End Users’ Personal Data. Under this scenario, Dlocal shall process End Users' Personal Data in accordance with the Privacy Notice which can be found at https://dlocalgo.com/en/legal/privacy-notice/.
4. Dlocal as a Data Processor – Processing End Users’ Data
   1. Parties agree that they shall comply with any legal requirements regarding the processing of Personal Data by data processors in line with any requirement set out under applicable Data Protection Legislation.
   2. Dlocal shall process the End Users’ Personal Data only in accordance with the Merchant’s instructions from time to time, and such instructions shall always in line with the Merchant’s rights and obligations under these Terms and Conditions;
   3. Dlocal shall notify the Merchant within three (3) Business Days if it receives a Data Subject Request and provide the Merchant with reasonable co-operation and assistance in relation to any Data Subject Request
   4. Dlocal shall ensure that only persons authorised by DLocal Process End Users’ Personal Data and that such persons are subject to binding obligations to maintain the confidentiality of End Users’ Personal Data;
   5. Dlocal shall without undue delay after discovering a Data Breach notify the Merchant about the Data Breach and and describe the likely consequences of the Data Breach in accordance with the information requirements set out under under applicable Data Protection Legislation;
   6. Dlocal shall implement and maintain appropriate technical and organisational measures when processing End users’ Personal Data;
   7. The Merchant provides a general authorization for Dlocal to engage onward sub-processors that is conditioned on the following requirements: (i) Dlocal will restrict the onward sub-processor’s access to End Users’ Data only to what is strictly necessary to provide the Services, and Dlocal will prohibit the sub-processor from processing the Personal Data for any other purpose. (ii) Dlocal agrees to impose contractual data protection obligations, including appropriate technical and organizational measures to protect personal data, on any sub-processor it appoints that require such sub-processor to protect End Users’ Data to the standard required by Applicable Data Protection Legislation; and (iii) Dlocal will remain liable and accountable for any breach of this Clause that is caused by an act or omission of its sub-processors.
   8. DLocal shall notify the Merchant of the additional or replacement Sub-Processor. If and when the Merchant objects to the additional or replacement Sub-Processor, the parties shall discuss the objection in good faith. In the event that the Merchant confirms its objection to the additional or replacement Sub-Processor, DLocal shall be entitled to terminate or suspend the Services affected by the Merchant’s objection upon giving reasonable notice to the Merchant.
   9. DLocal shall, upon receiving a notice from the Merchant, delete or return all the End Users’ Personal Data to the Merchant after the end of the provision of the Services relating to the Processing under these Terms and Conditions. The Merchant shall be responsible for arranging a back-up of such End User’s Personal Data before the end of the provision of the Services. In the event that DLocal is required by applicable laws to retain all or part of End Users’ Personal Data (e.g. for tax, regulatory compliance and/or accounting purposes) DLocal shall retain such data only for as long as it is required or needed. The provisions of this Schedule shall continue to apply to any End Users’ Personal Data retained by DLocal pursuant to this paragraph.
   10. DLocal shall use reasonable endeavours to make available to the Merchant all information necessary to demonstrate compliance with its obligations as a Data Processor under Data Protection Legislation and allow the Merchant or the Merchant’s designated auditors to carry out data protection compliance audits under confidentiality terms agreed by the parties acting reasonably and in good faith.
   11. In the event that DLocal transfers any End Users’ Personal Data to a country outside the EEA or the UK in respect of which the UK Government has not made a positive finding of Adequacy, DLocal shall ensure that there are adequate protection and appropriate safeguards in place for such transfer of End Users’ Personal Data in accordance with applicable Data Protection Legislation. Such adequate protection and appropriate safeguards may include entering into Standard Contractual Clauses with the data importer.
5. Liability
   1. The Merchant acknowledges that, when DLocal acts as a ‘Processor’, is reliant on the Merchant for direction as to the extent to which DLocal is entitled to use and Process the End Users’ Personal Data. Consequently, DLocal shall not be liable for any loss or damage or for any claim (including but not limited to claims or complaints brought by a Data Subject or a regulator) arising from any action or omission by DLocal, to the extent that such action or omission resulted from the Merchant's instructions or it is based on inaccurate, incorrect or incomplete data, or information provided by the Merchant.
   2. Subject to paragraph i. above, DLocal shall indemnify the Merchant against all liabilities, costs, expenses, damages and losses suffered or incurred by the Merchant, arising from DLocal’s breaches of Data Protection Legislation.
   3. The Merchant shall indemnify DLocal against all liabilities, costs, expenses, damages and losses suffered or incurred by DLocal arising out of or in connection with Merchant’s breaches of Data Protection Legislation.

11. Suspension of the Dlocal Services

1. In addition to Dlocal’s right to suspend the Dlocal Services as aforementioned, Dlocal reserves the right to, at any time, suspend the Dlocal Services for repairs, maintenance or improvements. In the event that Dlocal suspends the Dlocal Services in accordance with this Clause, Dlocal will use its reasonable endeavors to give prior notice to the users, unless the Dlocal Services are suspended due to suspicion of security breach or fraud.
2. Where the Dlocal Services provided to you are suspended due to suspicion of security breach caused or fraud committed by you, Dlocal reserves the right to:
   • request that you provide information; and
   • at its sole discretion, restrict your access, suspend or terminate your Account without provision of any notice.
3. In the event Dlocal detects a fraudulent activity: (i) funds shall be blocked for 60 days in Brazil, and 90 days in other territories; (ii) Dlocal shall request the Merchant to provide an invoice or proof of shipping in order to validate if the transactions were legitimate; (iii) by the end of the period, we retain 10% of the amount as a deposit, and settle the rest to the Merchant; (iv) shall use the Merchant balance to refund end-users that were prejudiced and complaint; and (v) might proactively refund the Customers.

12. Term and termination

1. This Agreement shall commence on the date hereof and continue for an initial period of 24 (twenty-four) months (the “Initial Term”) with automatic 24 (twenty-four) months periods of renewal thereafter (the “Renewal Terms”), unless otherwise terminated pursuant to the terms hereof.
2. In addition to any rights of termination provided hereunder: (i) any Party may terminate this Agreement at any time without cause upon 60 (sixty) calendar days prior written notice; and (ii) either Party may terminate this Agreement immediately should the other Party remain in breach of a material provision of this Agreement for more than ten (10) Business Days following notice thereof unless during the notice period the breach is cured to the Parties’ mutual satisfaction
3. Where the Processor believes Merchant is acting illegally or not in compliance with the requirements set-out in this Agreement, the Processor shall, at its sole discretion, be entitled to terminate this Agreement immediately, or suspend or disconnect the Payment Processing Services to the Merchant (and its Customers) until such time as the Merchant satisfies the Processor, that it is in compliance with its obligations.

13. Our right to vary these terms

1. We may revise these Terms from time to time. Every time you use Dlocal Services, the Terms in force at that time will apply to the provision of the Dlocal Services to you.
2. We reserve the right to make changes to the website and the Dlocal Services from time to time without any prior notice to you provided that such changes have no material adverse effect on you.

14. Liability and Indemnification

1. Limitations of Liability. In no event shall we, our parent, subsidiaries and affiliates, our officers, directors, agents, employees or suppliers be liable for lost profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with our website, Dlocal services, or this agreement (however arising, including negligence) unless and to the extent prohibited by law our liability, and the liability of our parent, subsidiaries and affiliates, our officers, directors, agents, joint ventures, employees and suppliers, to you or any third parties in any circumstance is limited to the actual amount of direct damages.
2. We do not in any way exclude or limit our liability for:
   • death or personal injury caused by our negligence;
   • fraud or fraudulent misrepresentation; and
   • any other liability which cannot be excluded or limited by applicable law.
3. You agree to indemnify and hold us harmless from any liabilities, claims, losses or demands made by any third party arising from your misuse of Dlocal Direct Services, which includes but is not limited to your breach of these Terms or a breach by you of any applicable law or rights of any third party. You also agree to fully cooperate in the defense of any claim that we may have to respond as a result of your misuse of the Services.
4. We will make reasonable efforts to ensure that all transactions are processed in a timely manner. However, a number of factors may delay some transactions, many of which are beyond Dlocal’s control, including without limitation, the processing time, communication failures and delays in the banking system. Dlocal shall not be liable for any loss or damages arising from delay in processing transactions.
5. We shall have no liability for defects on any goods or services sold to End Users and we shall not be liable for any charges, fees or other taxes in respect of such goods or services.

15. Events outside our control

1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control, including without limitation strikes, lock- outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
2. In case such event takes place that affects the performance of our obligations under these Terms:
   • we will contact you as soon as reasonably possible to inform you; and
   • our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of such event.

16. Communications between us

1. When we refer, in these Terms, to "in writing", this will include e-mail.
2. If you wish to contact us in writing for any reason, you can send us a pre-paid post to Dlocal LLP, 4 King´s Bench Walk, London EC4Y 7DL, England, UK or email us at legal@dlocal.com
3. If we have to contact you or give you notice in writing, we will do so by e-mail, phone or by pre-paid post to the address, phone number or email you provide to us as in your account details.
4. The provisions of this Clause shall not apply to the service of any proceedings or other documents in any legal action.

17. Governing law and jurisdiction

1. These Terms are governed by and construed in accordance with the laws of the United Kingdom.
2. You and we both agree that the courts of London have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms (including non-contractual disputes or claims).

18. Other important Terms

1. These Terms together with the documents referred to in it, contains the entire agreement between us for your use of the Services.
2. If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permitted by law so as to give effect to the intent of the parties, and the remaining part of these Terms shall continue in full force and effect.
3. These terms are between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
4. We may transfer our rights and obligations under these Terms to another organization without notice to you, but this will not affect your rights or our obligations under these Terms.
5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
6. In the event the Merchant has signed a Payment Processing Services Agreement and these Terms and Conditions, the Payment Processing Services Agreement shall prevail.

Annex 1

Restricted and Prohibited Activities