Terms and Conditions of Use of the Retry Pay Software via Digital Platform or Web Application
These Terms and Conditions of use (the "Terms") constitute a contract legally entered into between Retry Pay, S.A.P.I. de C.V., its affiliates, subsidiaries, and related parties ("Retry Pay") and you, the natural or legal person who accesses them.
Retry Pay is a legal entity duly incorporated under Mexican law and legitimate owner of the software and of the Retrypay brand, with address at Avenida Hidalgo 1995, Int. 07-09, Colonia Ladrón de Guevara, Z.C. 44600, Guadalajara, Jalisco, Mexico, website retrypay.com, and contact email contacto@retrypay.com.
The use of our services by any person grants you the status of Merchant and implies your full and unconditional acceptance of these Terms.
By using our services, you fully accept these Terms and agree to provide the data and documentation requested in the service order. If you do not understand any of these Terms, please contact us before using the Services.
1. Purpose
The Contract aims to provide, in Mexican territory, the services of receiving and processing payment requests made with cards or other payment methods, provided these are previously enabled by the Merchant and accepted by Mexican legislation.
2. Requirements to Use the Services
To access the Services, if you are a natural person, you must be of legal age and provide the information required in the Service Order. You may not use Retry Pay services if:
- As a natural person, you have been deprived of your rights under Mexican law or the law of your country of origin.
- As legal representative of a legal entity, you do not have sufficient authority to bind your principal.
By using the services, you declare and warrant under your sole responsibility that you have the legal capacity and authority to enter into this contract. You must also read and accept the Privacy Notice.
3. Contractual Use of the Services
The Merchant that, at the sole discretion of Retry Pay, is authorized will receive the SERVICE ORDER for electronic signature. Once signed, the parties will be bound by this contract and its Terms.
The Merchant acknowledges that the use of our services constitutes acceptance and intention to be bound and to pay in a timely manner for such services.
4. Service Order
To use our services, the requirements of the Service Order must be fulfilled. This order is made available through sales and onboarding personnel. The Service Order establishes conditions of payment of fees, guarantees, required documentation, and contact information.
4.1. Documentation
The Merchant must provide all documentation needed to verify the information provided. If false, inaccurate, or incomplete information is detected, Retry Pay may suspend the service at any time. The Merchant warrants the legality, truthfulness, accuracy, and authenticity of the information and documentation submitted.
4.2. Additional consultations
Retry Pay may consult and verify through specialized companies the information provided, to prevent illicit activities and ensure compliance with the Mexican Federal Law for the Prevention and Identification of Operations with Illicit Resources, and at the request of issuing and acquiring banks, anti-fraud services, CNBV, Banco de México, and SAT.
5. Accounting for Services
Any processed transaction is accounted for and is subject to the fees agreed in the Service Order. The Merchant may view their processing history through a personalized dashboard on the Platform.
Payments received will be recorded in the Merchant's account for the amount verified by the card issuer per operation, less the fees established in the Service Order.
6. Installment Plans (Meses Sin Intereses, MSI)
Retry Pay may grant the Merchant the ability to offer installment plans (MSI) with participating cards, with a surcharge corresponding to the selected MSI plan.
- MSI plans apply to payments with the primary cards accepted in Mexico, according to the terms set by the program holder specified in the Service Order.
- If at the time of processing the transaction the MSI option does not appear, the card does not participate in the program.
- The surcharge is charged in addition to Retry Pay's base fee plus applicable VAT.
- MSI plans are subject to a minimum amount that depends on the number of months and issuer rules.
- The MSI plan must be applied at the time of processing; it cannot be applied retroactively.
Retry Pay reserves the right to temporarily or permanently suspend the MSI program and to modify participating cards, surcharges, number of months, and minimum amounts.
7. Chargebacks and Unrecognized Charges
The Merchant acknowledges the concept of "chargeback" and accepts that transactions identified under the following codes will not be paid, as they derive from the responses of processors, acquirers, and issuers:
- Code #37 – Fraudulent Transaction Without Cardholder Authorization.
- Code #40 – Fraudulent Processing of Transactions.
- Code #57 – Multiple Fraudulent Transactions or Credit Card Telephone Activation.
- Code #62 – Counterfeit Transaction.
- Code #63 – Cardholder Does Not Recognize Potential Fraud.
- Code #75 – Cardholder Does Not Recognize the Transaction.
- Code #83 – Fraudulent Transaction: Card-Not-Present Situation.
Once Retry Pay receives the chargeback notice, it will inform the Merchant within a maximum of 24 business hours, so they can provide the necessary documentation. Retry Pay offers clarification support but is not responsible for the success or failure of the process.
8. Reserve Fund
In certain circumstances, Retry Pay may request that the Merchant place funds in reserve if a risk of loss greater than normal is determined. When imposing a Reserve, the terms will be set and notified by email, including the amount, timing, and conditions for releasing the funds.
The Merchant expressly agrees that Retry Pay has the right to fund the Reserve with funds processed through the use of the Services, charging the Payment Account or any other related bank account.
9. Guarantees and Collection Rights
The Merchant grants, under the LGTOC (General Law of Credit Instruments and Transactions) Title Two, Section Six, a first-rank pledge without transfer of possession over all funds from operations processed. Retry Pay may collect amounts owed through reduction or offset from the account balance or by charging the Payment Accounts under Article 336 Bis of the LGTOC.
In certain circumstances, Retry Pay may require a personal, parent, or other guarantee. If you cannot provide such guarantee, you will not be allowed to use the Services.
10. Anti-Fraud Systems
The service includes activation of one or more anti-fraud systems in Mexican pesos and/or US dollars. Retry Pay reserves the right to connect them at any time due to increased risk, presumption of risk, or any reason deemed appropriate.
11. Data, Privacy and Confidentiality
11.1. Data requested
The Merchant acknowledges that, to fulfill the service's purpose, Retry Pay will collect personal data, data of the legal entity, and financial data, which will be processed in accordance with the Privacy Notice published at retrypay.com.
11.2. Confidentiality
All information provided by the Merchant during access to the Platform or through the Service Order is strictly confidential and will be used for the purposes described in this contract and in the Privacy Notice. Such information may be shared only with accounting and tax firms, acquirers, issuing banks, anti-fraud systems, or competent authorities under confidentiality agreements.
11.3. Statistical use
Information provided on the Platform may be processed and used to generate statistical indicators and business decision-making, always on an aggregated, non-individualized basis.
12. Support
Retry Pay offers the Merchant technical support and basic guidance for using the Platform via online chat, email, or any other means, during defined business hours. This service has no additional cost.
13. Platform Inaccuracies
Retry Pay will make its best efforts to keep the System accessible 24/7, 365 days a year, but does not guarantee continuous availability, since operation depends on third-party service providers.
The Merchant releases Retry Pay from any liability arising from damages caused by failures in the System, Services, or Website, as well as from malicious software resulting from improper use by the Merchant.
14. Payment Form for the Services
The Merchant must comply with all applicable Network Rules, including those of Visa, Mastercard, and American Express. The Networks may modify their Rules at any time, and Retry Pay reserves the right to change the Payment Processing Services to comply with such Rules.
14.1. Payment application
Once Retry Pay receives the amounts corresponding to the services paid, it will retain the agreed fees and deposit the remaining balance in accordance with the Service Order.
14.2. Invoicing
All operations will be invoiced in accordance with Mexican Law. Retry Pay will send the invoice by email within the first 5 days of the immediately following month.
The Merchant is solely responsible for any loss arising from incorrect information provided about their Payment Account.
15. Term
The subscription to the Services will have the term established in the Service Order, until a cancellation or blocking instruction exists.
16. Service Cancellations
To cancel the services, the Merchant must notify Retry Pay in writing. Such cancellation will take effect within 3 business days. The obligation to pay will remain in force until it is fully covered.
Effects of cancellation: Retry Pay will immediately suspend the provision of the Services. The Merchant agrees to stop accepting new payment transactions through our services. Termination does not exempt you from obligations defined in these Terms.
17. Termination
Retry Pay, at its sole discretion, may terminate the Services without liability for: (i) mutual agreement; (ii) breach of obligations; (iii) legal impossibility; (iv) changes in Retry Pay policies not accepted by the Merchant; or (v) when not suitable to the interests of Retry Pay.
18. Platform Use
The Merchant is solely responsible before Retry Pay and any third party for their conduct when accessing and consulting information on the Platform, as well as for any consequences of use for unlawful purposes or contrary to the Platform's object.
19. Use of Other Products and Services
Retry Pay provides aggregator payment services and access to the System for receiving card payments. Merchants agree to hold Retry Pay harmless against any third party regarding claims for the quality, defects, or deficiencies of the goods and services marketed by the Merchant.
20. Responsibility and Proper Use of Contents
The Merchant agrees to use the Platform in accordance with applicable laws, refraining from acts that impair or damage the image and information of Retry Pay. It is prohibited to modify brands, logos, or circumvent protective technical devices.
21. External Content Links
Retry Pay may link the Merchant with third parties that may be of interest. Retry Pay disclaims all responsibility for access or use the Merchant makes of information contained in such links.
Denial and withdrawal of access
Retry Pay reserves the right to deny or withdraw access to the Platform without prior notice in case of: identity impersonation, unauthorized data collection, header falsification, uploading content that violates LFPPI, LFDA or LFPDPPP, transmission of computer viruses, server attacks, or unauthorized access to accounts and systems.
22. Industrial Property and Copyright
Retry Pay authorizes the Merchant to use the Platform exclusively under the terms expressed here, without granting any license on Retry Pay's Industrial Property and Copyright (registered trademarks, industrial designs, confidential information, trade names, industrial secrets, commercial notices, domain names, among others).
The Merchant acknowledges that Retry Pay is the legitimate owner of Retry Pay's Registered Trademarks and agrees not to reproduce, modify, or distribute them without express written authorization.
23. Other Provisions
The Merchant agrees that a printed version of these Terms, and any communication sent or received electronically, will be admissible as evidence.
24. Modification of the Terms
Retry Pay reserves the right to unilaterally modify and renew the Terms at any time without prior notice. It is the Merchant's responsibility to consult them periodically.
25. Use of Cookies
Retry Pay informs the Merchant that, through the use of cookies and similar technologies, it seeks to guarantee the best possible experience on the Platform and to provide information about service and marketing preferences.
26. Severability
If any term, condition, or stipulation is determined to be ineffective, illegal, or void, it may be excluded from the body of these Terms and the remainder will continue in full force.
27. Rights
Any right not expressly conferred in this document is understood to be reserved by Retry Pay.
28. Governing Law and Jurisdiction
The Parties agree to submit to the Federal laws of Mexico and the jurisdiction of the competent courts in the City of Guadalajara, Jalisco, Mexico, waiving any other jurisdiction that may correspond by reason of their current or future domiciles.
29. Electronic Signature
The Parties agree that the way to perfect the mutual agreement is by electronically signing the Service Order, in accordance with articles 1803 and 1834 Bis of the Federal Civil Code and articles 80, 81, 89, and other applicable provisions of the Code of Commerce.
30. Acceptance of the Terms
The Merchant acknowledges that, by subscribing the Service Order, it expresses full acceptance, without reservations, of these Terms. It is the Merchant's sole responsibility to read these Terms and their modifications each time they access the Platform.
Last updated: February 14, 2024.
This is a courtesy translation. In case of discrepancy, the original Spanish version prevails.