— LegalTerms of Service

Terms ofservice.

Last updated2026-05-26 · awaiting counsel review

These terms cover how enterprise customers use the ShiftxPay platform — the rights and responsibilities on both sides, what happens when something goes wrong, and how the relationship ends. They sit alongside your service order, the data processing addendum, the acceptable-use policy, and the SLA; together those documents form your agreement with ShiftxPay Ltd.

Section 01

Acceptance of terms

By accessing the ShiftxPay platform you accept these terms on behalf of your organisation. If you do not have authority to bind your organisation, do not use the platform.

These terms are read together with the service order you signed with us, the data processing addendum, the acceptable-use policy, and the service level agreement. Where the service order contradicts these terms, the service order wins.

Section 02

Eligible users

ShiftxPay is built for enterprise customers, financial institutions, and other regulated businesses. Consumers and unregulated retail use cases are out of scope.

Typical customers include SMEs running cross-border supplier flows, multinational corporates with multi-entity treasury operations, import and export businesses, banks looking for correspondent alternatives, and payroll firms paying international workforces. Each customer must be a legally constituted entity, able to clear our KYB checks, and not subject to sanctions in any jurisdiction we operate.

Section 03

Account, KYC & onboarding

Customer onboarding includes KYB, beneficial-owner identification, sanctions screening, and source-of-funds review. We may pause or refuse onboarding if we cannot complete these checks to our satisfaction.

Onboarding asks for incorporation documents, the most recent register of beneficial owners, government-issued ID for each ultimate beneficial owner, and a description of the funds flow the platform will support. As a Bank of Mauritius licensed payment service provider we run ongoing monitoring throughout the relationship — sanctions list re-screening, periodic KYB refresh, and transaction surveillance. We may refuse or unwind onboarding where a sanctions hit cannot be cleared, where documentation is missing or falsified, or where we cannot reach an AML risk position we are comfortable with.

Section 04

Use of the platform

You may use the platform only for the purposes described in your service order. Prohibited uses include — among others — money laundering, sanctions evasion, fraud, and any activity that breaches Mauritian or applicable foreign law.

You must not use the platform to fund or settle transactions involving restricted goods or services (regulated arms, controlled substances, unlicensed gambling, child exploitation material, content prohibited under Mauritian or applicable foreign law), to bridge value into or out of unhosted crypto wallets without prior written consent, to test, scrape, or reverse-engineer the API outside the sandbox, or to circumvent platform-level rate limits and fraud controls. Where you onboard your own users on top of ShiftxPay, you are responsible for enforcing these rules on them and for the AML controls your service order requires.

Section 05

Fees & billing

Fees are set in your service order. Invoicing, payment terms, and disputes are governed by the order's commercial schedule.

We bill in the currencies enabled on your account — typically USD, EUR, GBP, ZAR, and KES — on the cycle agreed in your order. Default payment terms are 30 days net from invoice date unless your order says otherwise. You must notify us in writing of any invoice dispute within 30 days of the invoice date; undisputed amounts remain payable on the original schedule. Where withholding tax applies in your jurisdiction we will cooperate on documentation needed to apply applicable treaty rates.

Section 06

Suspension & termination

We may suspend or terminate the agreement if you breach these terms, if continuing to provide the service would expose us to regulatory or financial risk, or if the relationship reaches its natural end.

Regulatory suspension takes effect immediately and is notified to you as soon as we are legally permitted to do so. Suspension for material breach gives you a 14-day cure window before termination, except where the breach is incurable. Termination for convenience follows the notice period in your service order. On termination we provide a 30-day offboarding window to export your data, reconcile the ledger, and complete in-flight settlements; statutory record-keeping obligations on either side survive termination.

Section 07

Confidentiality & data

Each party will treat the other's confidential information with the care reasonable for the kind of business it represents. Data handling is governed in detail by the privacy policy and the data processing addendum.

Confidentiality obligations survive termination for three years, except for trade secrets and personal data which remain confidential for as long as the information retains its character. Standard exclusions apply for information that is public through no fault of the receiving party, independently developed without reference to the disclosure, or required to be disclosed by a regulator, court, or applicable law — in which case the receiving party tells the discloser where it is legally allowed to.

Section 08

Intellectual property

ShiftxPay retains all IP in the platform. You retain IP in your data. We grant you a limited, non-exclusive licence to use the platform for the term of the agreement.

Your licence is non-transferable and limited to the use described in your service order. You grant ShiftxPay a similarly limited licence to host, process, and act on your data only as needed to operate the platform on your behalf and meet our regulatory obligations. You must not copy, modify, reverse engineer, or create derivative works of the platform; you may not remove our notices or use our marks except as the service order permits.

Section 09

Disclaimers

The platform is provided 'as is' subject to the warranties in your service order. We do not warrant uninterrupted operation outside the SLA, nor outcomes that depend on third-party rails.

We do not warrant the timing or availability of third-party payment rails, correspondent banks, or FX market liquidity, nor the accuracy of data we receive from third-party KYC, fraud, or analytics providers. To the maximum extent permitted by Mauritian law, all other warranties — express, implied, statutory — are disclaimed beyond the SLA's express terms.

Section 10

Limitation of liability

Liability is limited as set out in the agreement. Specific caps and carve-outs are agreed per customer in the service order.

Unless your service order says otherwise, each party's aggregate liability is capped at the fees you paid to ShiftxPay in the 12 months preceding the event giving rise to the claim. Indirect, consequential, special, and punitive damages are excluded. Carve-outs from the cap and the indirect-damages exclusion are limited to fraud, wilful misconduct, breach of confidentiality, and indemnified IP infringement.

Section 11

Governing law & disputes

These terms are governed by the laws of Mauritius. Disputes are subject to the exclusive jurisdiction of the Mauritian courts unless the service order specifies arbitration.

Where your service order opts for arbitration, the default seat is Mauritius, the rules are those of the Mauritius International Arbitration Centre, and proceedings are conducted in English by a single arbitrator. Either party may apply to a competent court for interim measures pending the constitution of the tribunal.

Section 12

Changes to these terms

We may update these terms from time to time. Material changes will be notified to your account owner with reasonable advance notice.

We give at least 30 days' advance notice by email to your account owner and through an in-product banner before material changes take effect. If a change materially diminishes your rights, you may terminate for convenience without penalty by notifying us before the effective date, in which case the original terms apply until offboarding completes.

DraftThis document is being prepared by counsel. The sections below are the agreed structure - the binding language will follow. For specific questions in the meantime, contact legal@shiftxpay.com.