Terms of Service

By accessing or using the Payorth platform ("Service"), you agree to be bound by these Terms of Service ("Terms") and all applicable laws and regulations. If you do not agree to these Terms, you may not access or use the Service. Payorth is provided by Payorth, Inc. ("Company," "we," "us," or "our").

These Terms constitute a legally binding agreement between you and Payorth, Inc. If you are using the Service on behalf of a business entity, you represent that you have the authority to bind that entity to these Terms.

Payorth is a WhatsApp-first accounts receivable platform for small and medium enterprises (SMEs). The Service enables businesses to create invoices, automate payment reminders through WhatsApp, track payment status, manage customer communications, generate receipts and credit notes, and view revenue analytics — all through a web dashboard and WhatsApp interface.

Payorth is a software platform, not a financial institution, bank, payment processor, or money services business. We do not provide banking services, hold customer funds, or offer credit.

To use the Service, you must:

• Be at least 18 years of age
• Be legally authorized to conduct business in your jurisdiction
• Provide accurate, complete, and current registration information
• Not be subject to any sanctions, export controls, or government restrictions that would prohibit you from using the Service

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at security@payorth.com of any unauthorized use of your account.

Payorth facilitates payment collection through third-party, PCI-DSS-compliant payment processors: Paystack (Nigeria), Stripe (United States), M-Pesa (Kenya), Yoco (South Africa), and Mobile Money providers (Ghana, Cameroon). Payorth does not hold, transfer, or store customer funds. All funds are routed directly to your designated bank account by the applicable payment provider.

You are responsible for any transaction fees, currency conversion fees, or chargebacks levied by your payment processor. Payorth does not take a percentage of payments collected by your customers. You acknowledge that payment processing is governed by the separate terms of service and privacy policies of each payment processor.

Payorth makes no guarantee of the availability, reliability, or timeliness of any payment processor. We are not liable for failures, delays, or errors originating with a third-party payment provider.

Payorth offers subscription-based pricing plans billed monthly or annually. By subscribing, you authorize us to charge your designated payment method on a recurring basis.

• Subscriptions renew automatically at the end of each billing period unless cancelled before renewal.
• You may cancel at any time from Settings → Billing. Cancellation takes effect at the end of the current billing period; you retain access until then.
• Downgrading to a lower plan takes effect at the next billing cycle. Feature access will be adjusted accordingly.
• Fees are non-refundable except where required by applicable law. If we materially change a paid feature, we will provide advance notice and may offer a pro-rated credit at our discretion.
• We reserve the right to change pricing with at least 30 days' prior notice. Continued use after a price change constitutes acceptance.

You may request permanent deletion of your account at any time through Settings → Account → Delete Account. Upon requesting deletion:

• Your account enters a 30-day grace period during which you may cancel the deletion and restore your account in full.
• Your active subscription is cancelled immediately; API keys and WhatsApp access are revoked.
• You may export all your data (invoices, contacts, payments, credit notes) in machine-readable JSON format before the grace period ends.
• After 30 days, all organizational data is permanently and irreversibly deleted, including invoices, contacts, payments, bank statements, conversations, and audit logs.
• A minimal compliance record is retained to satisfy regulatory obligations: NDPA s.36 (Nigeria), POPIA s.24 (South Africa), GDPR Art.17 (EU), Kenya DPA s.40, and Ghana DPA Act 843.

Payorth also reserves the right to suspend or terminate accounts that violate these Terms, engage in fraudulent activity, or pose a risk to the security of the platform or other users, with notice where practicable.

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection, use, and processing of your information as described in our Privacy Policy.

Payorth uses large language model AI to parse your natural-language instructions and generate invoices, reminders, and reports. You acknowledge that:

• AI-generated content (invoice amounts, dates, line items) should be reviewed before sending to customers. You are solely responsible for the accuracy of invoices and communications sent through the Service.
• All AI financial actions pass through a deterministic validation layer. The AI cannot create invoices with invalid amounts, dates, or currencies.
• Payorth's AI will never autonomously send messages to your customers without your approval, except for reminders you have explicitly scheduled or enabled in autopilot mode.
• You must comply with Meta's WhatsApp Business Terms of Service and Acceptable Use Policy when using WhatsApp messaging features. Misuse of WhatsApp messaging (spam, harassment, prohibited content) may result in immediate account suspension.

As a business using Payorth to invoice and collect payments from your customers, you are solely responsible for:

• Holding all required business licenses, permits, and registrations applicable to your industry and jurisdiction (e.g., CAC registration in Nigeria, CIPC in South Africa)
• Complying with consumer protection laws in each country where you collect payments
• Obtaining valid consent from your customers to receive WhatsApp messages, consistent with applicable messaging and privacy laws
• Accurately representing the goods and services described in invoices you create through the Service
• Remitting all applicable taxes (VAT, withholding tax, income tax) arising from transactions processed through the Service. Payorth does not calculate, collect, or remit taxes on your behalf.
• Maintaining proper accounting records as required by applicable law

Payorth is committed to compliance with applicable anti-money laundering (AML) and counter-financing of terrorism (CFT) regulations. You represent and warrant that:

• You are not located in, or a national or resident of, any country subject to a comprehensive OFAC sanctions program, UN Security Council sanctions, or equivalent sanctions administered by the EU, UK, or your local jurisdiction.
• You are not named on any OFAC Specially Designated Nationals (SDN) List, EU Consolidated Sanctions List, or similar list of restricted persons.
• You will not use the Service to process payments for, or on behalf of, any sanctioned person, entity, or jurisdiction.
• The funds underlying any transaction processed through the Service are derived from lawful activities.
• You will not use the Service in connection with any unlawful money transmission, currency exchange, or financial services activity that requires a license you do not hold.

Violations of this section will result in immediate account suspension and may be reported to relevant law enforcement or regulatory authorities.

You agree not to use the Service to:

• Violate any applicable local, national, or international law or regulation
• Send spam, unsolicited messages, or fraudulent communications to any person
• Impersonate any person, business, or entity
• Invoice or collect payment for goods or services that are illegal, counterfeit, or infringe on any third party's intellectual property rights
• Interfere with or disrupt the integrity, security, or performance of the Service or its underlying infrastructure
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or models of any part of the Service
• Circumvent any usage limits, rate limits, or access controls implemented by Payorth
• Resell, sublicense, or commercially exploit the Service without express written permission from Payorth, Inc.

The Service integrates with and depends on third-party services including but not limited to WhatsApp/Meta, Paystack, Stripe, M-Pesa, Yoco, OpenAI, Anthropic, Xero, QuickBooks, Sage, and Zoho Books. These services are governed by their own terms and privacy policies. Payorth is not responsible for:

• Outages, errors, or policy changes by third-party providers that affect the availability or functionality of the Service
• Any data handling practices of third-party services, beyond what is described in our Privacy Policy
• Any loss or damage arising from your reliance on or use of third-party services accessed via the Service

You are responsible for reviewing and complying with the terms of any third-party service you connect to through Payorth (e.g., accounting integrations via OAuth).

The Service, including any AI-generated outputs, analytics, reports, or recommendations, is provided for informational and business productivity purposes only. Nothing in the Service constitutes financial, investment, tax, accounting, or legal advice.

You should consult a qualified professional before making any financial, tax, or legal decisions. Payorth is not a licensed financial adviser, accountant, or legal practitioner in any jurisdiction.

The Service and its original content, features, algorithms, and functionality are and will remain the exclusive property of Payorth, Inc. and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws of the United States and international treaties.

You retain full ownership of all data, invoices, and content you create or upload using the Service. By using the Service, you grant Payorth, Inc. a limited, non-exclusive, royalty-free license to process and store your content solely to provide the Service to you.

You may not use Payorth's name, logo, or trademarks in any manner without express prior written consent from Payorth, Inc..

To the maximum extent permitted by applicable law, Payorth, Inc. and its officers, directors, employees, agents, and licensors shall not be liable for:

• Any indirect, incidental, special, consequential, exemplary, or punitive damages
• Any loss of profits, revenue, goodwill, data, or business opportunities, whether incurred directly or indirectly
• Any damages arising from unauthorized access to or alteration of your transmissions or data
• Any payment processor failures, banking delays, or third-party service outages
• Any loss arising from reliance on AI-generated outputs that you have not reviewed and verified

In any case, Payorth's aggregate liability to you for all claims arising from your use of the Service shall not exceed the greater of (a) the amount you paid Payorth in the three months preceding the claim, or (b) USD $100.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability. In those jurisdictions, our liability is limited to the greatest extent permitted by applicable law.

You agree to defend, indemnify, and hold harmless Payorth, Inc. and its officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to:

• Your violation of these Terms
• Your use of the Service, including invoices or communications you send to your customers through the Service
• Your violation of any applicable law, regulation, or third-party right (including any intellectual property or privacy right)
• Any dispute between you and your customers arising from a transaction facilitated through the Service

Payorth shall not be liable for any delay or failure in performance of the Service resulting from causes beyond our reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, civil disturbance, government action, internet or telecommunications failures, power outages, labor disputes, or actions or omissions of third-party service providers (including payment processors and cloud infrastructure providers).

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

For users located in Nigeria, South Africa, Kenya, Ghana, or Cameroon, any dispute that cannot be resolved through the dispute resolution process below shall be subject to the exclusive jurisdiction of the competent courts of the State of Delaware, United States, and you irrevocably consent to such jurisdiction.

Nothing in this clause limits any statutory rights you may have under applicable consumer protection or data protection laws in your country of residence.

We want to resolve any issue you have with Payorth quickly and fairly. Before initiating any formal proceeding, you agree to:

• Contact us at legal@payorth.com and describe your dispute in writing
• Allow Payorth 30 days to respond and attempt to resolve the dispute informally

If informal resolution fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in English. The arbitration shall take place in Wilmington, Delaware, or by video conference if agreed.

You waive any right to participate in a class action lawsuit or class-wide arbitration against Payorth, Inc..

We reserve the right to modify these Terms at any time. Material changes will be communicated by (i) updating the "Last updated" date, and (ii) where practicable, by email or in-app notification. Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of the changes.

For general legal inquiries: legal@payorth.com

For security matters: security@payorth.com

Payorth, Inc. · Registered in the State of Delaware, United States