Effective Date: 13 July 2026
Spays is a commercial brand operated by 3-102-966866 Sociedad de Responsabilidad Limitada, a company registered under the laws of Costa Rica under corporate identification number 3-102-966866.
These Terms and Conditions for Partners (the “General Conditions”) govern access to and use of the Spays platform, APIs, technical integrations, and related services by business partners. They apply together with the signed partnership agreement, order form, fee schedule, data-processing agreement, technical documentation, and any service-specific terms. If there is a conflict, the signed partnership agreement or service-specific document prevails for the relevant matter.
References in these General Conditions to crypto-asset services describe the commercial and technical nature of the relevant services. They do not, by themselves, represent that Spays holds a banking, payment institution, electronic money institution, investment firm, custody, or European Union MiCA authorisation. A regulated service is provided only where Spays or the relevant third-party provider has the legal basis required for that service.
1.1 Who Are We?
3-102-966866 Sociedad de Responsabilidad Limitada, operating under the commercial brand Spays (“Spays”, “we”, “us”, or “our”), is a company registered under the laws of Costa Rica under corporate identification number 3-102-966866.
Spays provides technology and crypto-asset-related services through partner platforms and technical or API integrations. Depending on the agreed service configuration, this may include the purchase, sale, or exchange of supported crypto-assets; transfer of supported crypto-assets on behalf of clients; on-ramp and off-ramp transaction flows; and, where expressly agreed, technically available, and legally permitted, wallet, custody, or administration functionality.
Payment services, open-banking services, payment accounts, electronic money, card acquiring, card issuing, bank transfers, safekeeping of fiat funds, and other regulated financial services are provided only by the relevant licensed, registered, or otherwise authorised third-party provider, unless Spays expressly confirms in writing that it is legally entitled to provide the particular service itself.
1.2 The Platform
The Spays platform, APIs, dashboards, software components, and technical integrations (together, the “Platform”) form a fintech and crypto-asset service environment through which business partners (“Partner”, “you”, or “your”) may provide their clients (“Clients”) with access to services made available by Spays and, where applicable, services provided by independent third parties.
The Platform may include API connectivity, payment-gateway or transaction-routing functionality, user-interface components, compliance-support tools, risk signals, transaction orchestration, and technical functionality supporting fiat-to-crypto, crypto-to-fiat, crypto-to-crypto, crypto-asset transfer, wallet, and related transaction flows.
1.3 Acceptance of the General Conditions
By accessing or using the Platform or any Spays service, you confirm that you have read, understood, and accepted these General Conditions and the applicable partnership agreement. Continued use of the Platform after an amendment becomes effective constitutes acceptance of the revised terms to the extent permitted by applicable law.
1.4 Communications
Communications between Spays and the Partner may be conducted electronically by email, Platform notification, API notice, support ticket, or another electronic messaging channel. You agree that electronic communications satisfy any contractual requirement for written communication, except where mandatory law requires another form.
You must maintain current contact details and promptly notify Spays of any change. A notice sent to the most recent contact details supplied by you will be treated as properly delivered, subject to applicable law and the partnership agreement.
2.1 Restricted Jurisdictions, Persons, and Activities
Spays has the exclusive right to determine the markets, jurisdictions, corridors, assets, networks, payment methods, products, and business models for which the Platform and services are available.
Entities and individuals that are located, established, registered, resident, operating from, controlled from, or otherwise materially connected with a jurisdiction, territory, person, entity, organisation, asset, or activity subject to applicable sanctions, embargoes, prohibitions, or restrictive measures may not access or use the Platform or services.
Relevant restrictions may include measures imposed, administered, recognised, or enforced by the United Nations, the United States Office of Foreign Assets Control (OFAC), the European Union, competent Costa Rican authorities, or other governmental or regulatory bodies applicable to Spays, the Partner, a Client, a transaction, or a third-party provider. Spays may also apply enhanced restrictions to jurisdictions identified by the Financial Action Task Force (FATF) as high-risk or subject to increased monitoring.
If Spays identifies that you, a Client, a beneficial owner, director, representative, counterparty, wallet address, transaction, asset, network, payment method, or associated party falls within or creates exposure to a restricted category, Spays may refuse to contract, reject or delay onboarding, request additional information, impose limits, suspend an account or service, block a transaction, or terminate access immediately without prior notice where reasonably necessary.
By using the Platform, you represent and warrant that neither you nor, to the best of your knowledge after appropriate due diligence, your Clients and associated parties are prohibited from receiving the relevant services. You must immediately inform Spays if this representation ceases to be accurate.
2.2 Permitted Use
You may use the Platform and services only for the commercial purposes expressly authorised in the partnership agreement and only in accordance with these General Conditions, applicable law, technical documentation, third-party provider requirements, and instructions communicated by Spays.
The following are prohibited unless expressly authorised in writing: unauthorised commercial use; resale or sublicensing; replication or redistribution of the Platform; use for a competing service; extraction of data for resale; unauthorised scraping or mining; reverse engineering; circumvention of security, compliance, geographic, asset, transaction, or risk controls; and use of the Platform for any unlawful, deceptive, abusive, or fraudulent activity.
Misuse includes money laundering, terrorist financing, proliferation financing, fraud, sanctions evasion, corruption, tax crime, data theft, unauthorised system access, account takeover, transaction laundering, concealment of the true merchant or service, use of false identities or documents, and any activity that violates applicable law, card-network rules, provider requirements, or these General Conditions.
Spays may suspend or terminate access without prior notice where it has reasonable grounds to suspect unauthorised, fraudulent, unlawful, non-compliant, or security-threatening activity. Spays may preserve evidence, cooperate with providers and authorities, and pursue available contractual and legal remedies.
3.1 Crypto-Asset Transaction Services
Fiat-to-Crypto / On-Ramp: facilitating the acquisition of supported crypto-assets using official currency, where the fiat payment is processed by an appropriate third-party payment provider and Spays provides or facilitates the relevant crypto-asset component.
Crypto-to-Fiat / Off-Ramp: facilitating the sale or exchange of supported crypto-assets for official currency, with the fiat payout performed by an appropriate third-party payment or banking provider.
Crypto-to-Crypto: facilitating exchanges between supported crypto-assets where enabled for the Partner, Client, jurisdiction, asset pair, and transaction type.
Transfer of Crypto-Assets: executing or facilitating instructions to transfer supported crypto-assets after completion of applicable identity, AML/CFT, sanctions, blockchain-analysis, fraud, security, counterparty-information, technical, and internal-limit checks.
Wallet, Custody, or Administration Functionality: provided only where expressly agreed in writing, technically enabled, legally permitted, and supported by applicable client terms, risk disclosures, asset lists, segregation and reconciliation arrangements, and external infrastructure agreements where relevant.
3.2 Technical Payment Integration Services
Where enabled, the Platform may technically transmit or route payment instructions, transaction data, or authentication requests between Clients, the Partner, and third-party payment, banking, card, open-banking, or local-payment providers. Spays does not hold or safeguard fiat funds through this technical function unless expressly stated and legally permitted.
The Platform may support integration with authentication measures required by the applicable provider, card network, jurisdiction, or transaction flow, including strong customer authentication, 3-D Secure, biometric verification, or equivalent controls. The availability and legal basis of such measures depend on the relevant third-party service and jurisdiction.
3.3 Compliance and Risk-Support Functionality
The Platform may provide compliance-support and risk-management functionality, including API integration, identity-verification workflows, sanctions and politically exposed person screening, blockchain analytics, transaction monitoring, fraud-risk indicators, device or behavioural signals, case-management support, and related reporting tools.
Such functionality supports, but does not replace, the Partner’s independent legal, regulatory, contractual, and risk-management responsibilities. The Partner remains responsible for determining and implementing the controls required for its own business and Clients.
3.4 Additional Payment Methods
Where enabled by Spays and the relevant provider, Clients may fund transactions using Visa or Mastercard payment cards, tokenised card payments such as Apple Pay or Google Pay, bank transfer, open banking, or local or alternative payment methods. Off-ramp payouts may be available to bank accounts or, where enabled, through card or money-transfer payout rails such as Visa Direct or an equivalent service.
Availability may vary by jurisdiction, corridor, bank, issuer, card network, provider, Client profile, asset, transaction type, and risk assessment. Spays may add, remove, suspend, or restrict a payment method at any time where required for compliance, fraud prevention, provider rules, technical reasons, or risk management.
3.5 Supported Assets and Stablecoins
Only assets expressly identified as supported for the relevant Partner, Client, jurisdiction, network, and service may be used. USDC, EURC, and other stablecoins, tokenised-value products, or assets treated as electronic money or regulated financial products in a relevant jurisdiction are not included unless expressly enabled by Spays on the basis of the necessary legal, provider, technical, compliance, and contractual arrangements.
The Partner must not market or represent an asset as supported merely because it exists on a network or is supported by a third-party venue. Spays may change the supported-asset list and impose asset-specific limits or conditions.
4.1 KYC, AML/CFT, Sanctions, and Fraud Controls
You are responsible for conducting all customer due diligence, know-your-customer, anti-money laundering, counter-terrorist financing, proliferation-financing, sanctions, fraud-prevention, and other compliance checks allocated to you under applicable law, the partnership agreement, technical documentation, or instructions issued by Spays.
This includes verifying Clients and relevant representatives, identifying beneficial owners, understanding the purpose and intended nature of the relationship, assessing risk, screening against relevant sanctions and politically exposed person data, obtaining source-of-funds or source-of-wealth information where appropriate, monitoring activity, maintaining records, and reporting suspicious activity where required.
You must not allow a Client to access a service or proceed with a transaction where Spays has refused, suspended, restricted, blocked, or required additional verification in relation to the Client, beneficial owner, representative, transaction, address, wallet, counterparty, country, asset, network, payment method, device, or other relevant risk factor.
You must promptly provide information and evidence requested by Spays and must not disclose confidential information concerning a compliance review, suspicious-activity assessment, report, provider investigation, or authority request where disclosure is prohibited.
4.2 Client Eligibility and Cross-Border Marketing
You must ensure that Clients satisfy all age, residence, nationality, jurisdiction, sanctions, product, payment-method, asset, network, and service-specific eligibility requirements stated in the partnership agreement or communicated by Spays.
You must not actively market, solicit, promote, or make a service available in a jurisdiction where doing so requires a licence, registration, approval, disclosure, local establishment, or other legal condition that has not been confirmed. A Client’s access on its own initiative does not cure a legal or regulatory prohibition and does not prevent Spays from refusing the Client or transaction.
You must implement geographic, technical, contractual, and risk controls sufficient to prevent access from non-enabled jurisdictions or corridors and must not use misleading statements concerning the regulatory status or territorial availability of the services.
4.3 Accurate and Complete Data
You must provide accurate, complete, current, and truthful data for onboarding, due diligence, integration, transaction processing, risk assessment, monitoring, reporting, and invoicing. This includes information concerning the Partner, its ownership, directors, representatives, Clients, transactions, wallets, websites, products, markets, licences, and service providers.
You must promptly update Spays when information changes and must validate data transmitted through the API. Spays may rely on information supplied by you and is not responsible for loss caused by inaccurate, incomplete, outdated, incorrectly formatted, or misleading data supplied by the Partner or its systems.
4.4 Client Communications and Risk Disclosures
You must provide Clients with clear, accurate, understandable, timely, and non-misleading information concerning the services, roles of the parties, material risks, fees, exchange rates, limits, supported assets and networks, payment methods, execution arrangements, refund and chargeback procedures, complaints channels, and relevant third-party terms before the Client enters into a transaction or accepts a service.
The Partner must ensure that its client-facing user experience and end-user terms clearly disclose:
the payment method used, such as bank transfer, open banking, payment card, tokenised card payment, or local or alternative method;
that the Client is purchasing, selling, exchanging, transferring, or using a crypto-asset;
that a card-funded purchase may be classified as an Account Funding Transaction (AFT), quasi-cash, money transfer, or an equivalent category by the issuer or network, where applicable;
all applicable fees and whether the fees are paid by the Partner or passed through to the Client;
refund, return, cancellation, reversal, recall, and chargeback rules and timelines;
transaction limits, verification requirements, geographic restrictions, supported corridors, assets, and networks;
the irreversibility and technical risks of blockchain transactions; and
the identity and role of each third-party provider involved in the service.
4.5 Disclosure of Third-Party Services
Where payment, open-banking, card, banking, settlement, wallet or custody infrastructure, identity verification, blockchain analysis, liquidity, or another service is provided by a third party and not directly by Spays, the Partner must clearly disclose this fact to the Client.
The disclosure must include, as applicable, the identity or category of the provider, the nature of the service, the provider’s terms and fees, the applicable law, the Client’s principal rights, the complaints procedure, refund or chargeback rules, execution timelines, country or corridor restrictions, and the allocation of responsibility between Spays, the Partner, and the third party.
This information must be provided before the Client performs a transaction or accepts the service, through the client interface, end-user terms, a link to the provider’s terms, a checkbox, notice, FAQ, or another appropriate durable or reproducible medium.
The Partner must not present Spays as a licensed bank, payment institution, electronic money institution, investment firm, regulated custodian, card issuer, card acquirer, or provider of any service outside the role expressly stated in the applicable documents.
4.6 Availability, Changes, and Geographic Controls
You acknowledge that service and payment-method availability may vary according to jurisdiction, corridor, bank, issuer, card network, third-party capability, Client risk profile, asset, network, transaction type, and legal or regulatory conditions.
You must not represent any service, asset, network, payment method, or provider as permanently available. You must implement geo-blocking, eligibility controls, asset and network validation, limits, and other controls required to prevent Clients from accessing non-enabled services or transaction flows.
4.7 Card-Network and Third-Party Rules
Where card processing, tokenised card payments, bank transfers, open banking, or other third-party payment methods are enabled, you must comply with all applicable provider agreements, card-network rules, 3-D Secure or authentication requirements, fraud controls, prohibited-activity rules, website and marketing standards, descriptors, refund rules, geographic restrictions, and evidence requirements communicated by Spays or the provider.
You must promptly implement changes required by a card network, bank, acquirer, processor, payment provider, or competent authority. Failure to do so may result in immediate suspension or termination of the affected service.
4.8 Disputes, Chargebacks, Refunds, and Client Support
You must maintain adequate and accessible Client-support channels for transaction, payment-method, account, and service inquiries. You must respond promptly and cooperate with Spays and relevant third parties in relation to complaints, disputes, chargebacks, refunds, recalls, reversals, fraud reviews, retrieval requests, compliance investigations, and authority inquiries.
You must provide evidence within the deadlines specified by Spays, the provider, or the card network. Evidence may include Client consent, authentication results, KYC records, transaction logs, IP and device information, delivery or service-provision evidence, correspondence, wallet information, blockchain records, website records, and the applicable end-user terms.
You must not promise, grant, or communicate a refund, compensation, reversal, or other monetary commitment that would bind Spays or a third-party provider unless Spays has expressly authorised it in writing.
4.9 Technical Blockchain Addresses and Wallets
Where a transaction flow includes the creation or allocation of a blockchain address, the Partner must clearly inform the Client whether the address is a limited-purpose technical address used only for execution or settlement of a specific transaction, or whether it forms part of a wallet, custody, or administration service expressly provided to the Client.
A limited-purpose technical address is not a general client wallet and may be restricted by asset, network, amount, duration, transaction type, or destination. The Partner must not allow a Client to treat such an address as a reusable deposit address unless expressly enabled.
Where a wallet, custody, or administration service is provided, the Partner must ensure that the Client has received and accepted the applicable terms, risk disclosures, supported-asset list, withdrawal or transfer rules, and information about the role of Spays and any external wallet or custody infrastructure provider.
The Partner must clearly warn Clients that blockchain transactions are generally irreversible once confirmed and that sending an asset to an incorrect address, an unsupported network, or an unsupported asset address may result in permanent loss.
4.10 Saved Payment Preferences
If the Partner enables a streamlined repeat-deposit or repeat-payment experience, the Partner must clearly disclose in its end-user terms and privacy notice whether a previously selected bank, bank account, payment method, or preference may be stored or displayed to accelerate a subsequent transaction.
Online-banking credentials, card PINs, private wallet keys, and seed phrases must not be stored by the Partner or transmitted to Spays. Any stored preference must be limited to information reasonably necessary for the feature and processed in accordance with applicable data-protection law.
4.11 Non-Compliance, Misuse, and Indemnity
To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless Spays, its affiliates, managers, directors, employees, contractors, agents, and representatives from and against claims, penalties, fines, chargebacks, fraud losses, assessments, damages, liabilities, costs, and expenses arising out of or related to:
your breach of these General Conditions, the partnership agreement, or applicable law;
your misuse of the Platform or services;
inadequate or failed KYC, AML/CFT, sanctions, fraud, or Client-eligibility controls allocated to you;
false, incomplete, inaccurate, or outdated information provided by you or your systems;
fraudulent, prohibited, misleading, or unlawful activity enabled or facilitated through your platform;
your failure to provide required disclosures or obtain valid Client consent;
your breach of card-network, bank, processor, provider, or geographic requirements;
a Client claim resulting from your acts, omissions, marketing, website, terms, support, or service delivery; or
unauthorised access or data loss caused by your systems, credentials, personnel, or security failures.
Where a regulatory investigation, provider claim, card-network assessment, or legal action arises from your breach or non-compliance, you are responsible for related costs, fines, penalties, losses, and remediation expenses to the extent caused by your acts or omissions. These obligations survive termination.
5.1 Secure and Lawful Operation
Spays will apply reasonable technical and organisational measures to operate the Platform and protect APIs, backend systems, and information under its control against unauthorised access, disclosure, alteration, destruction, loss, or misuse.
Spays will perform its contractual responsibilities in accordance with the laws applicable to Spays and the relevant service, the partnership agreement, and material requirements communicated by third-party providers. Spays does not warrant that the Partner’s own business, website, marketing, or Client relationships comply with the laws applicable to the Partner.
5.2 Availability and Notifications
Spays will use commercially reasonable efforts to maintain Platform availability and minimise disruption. Spays does not guarantee continuous or error-free operation and may perform maintenance, deploy updates, restrict traffic, or suspend components where necessary for security, compliance, provider requirements, or technical integrity.
Where reasonably practicable, Spays will notify Partners of scheduled maintenance, material incidents, or significant service interruptions and provide available information concerning the nature of the issue and expected resolution. Emergency action may be taken without advance notice.
5.3 Data Protection
Each party will comply with the data-protection laws applicable to its processing activities. Spays will process Partner and Client personal data in accordance with the partnership agreement, the applicable data-processing agreement, Costa Rica’s data-protection requirements, and the General Data Protection Regulation (GDPR) where the GDPR applies to the relevant processing.
The parties will determine their roles as independent controllers, joint controllers, or controller and processor according to the actual processing activities. Neither party may assume that Spays acts solely as a processor unless this is expressly established in writing.
5.4 Personal-Data Breach Notification
If Spays becomes aware of a personal-data breach affecting data processed under the partnership, it will notify the Partner without undue delay and within any period expressly agreed or required by applicable law. The notification will include information reasonably available concerning the nature of the breach, affected data, likely consequences, and measures taken or proposed.
Where the GDPR applies and Spays acts as a processor, Spays will notify the Partner without undue delay so that the Partner can assess and meet any applicable supervisory-authority or data-subject notification period, including the controller’s 72-hour regulatory period where relevant.
5.5 Technical Assistance and Issue Resolution
Spays will provide reasonable technical support for API integration, testing, transaction management, troubleshooting, and service-related incidents in accordance with the agreed support model and service levels.
Spays will use reasonable efforts to investigate and resolve reported technical, transactional, or service issues. Critical incidents affecting multiple transactions, security, or legal compliance may be prioritised. Resolution may depend on the cooperation of the Partner, a Client, a blockchain network, or a third-party provider.
6.1 Fees
Transaction fees, integration charges, minimum commitments, service fees, foreign-exchange charges, chargeback fees, fraud-investigation fees, scheme assessments, provider charges, penalties, and other amounts are stated in the partnership agreement, order form, tariff, fee schedule, or other applicable commercial document.
For card processing, tokenised card payments, local or alternative payment methods, bank transfers, open banking, and other third-party services, additional provider, scheme, network, bank, issuer, processor, or foreign-exchange charges may apply.
6.2 Payment Terms
Invoices and other amounts must be paid within the agreed period and without deduction, withholding, or set-off except where expressly permitted by the partnership agreement or mandatory law. Late or unpaid amounts may result in interest, withholding of settlements, set-off, service restriction, suspension, or termination, subject to the applicable agreement and law.
6.3 Fee Disputes
A dispute concerning an invoice or fee must be raised in writing within five business days after receipt of the invoice, unless the partnership agreement states a different period. The Partner must identify the disputed amount and provide supporting information. Undisputed amounts remain payable when due.
7.1 Suspension or Termination for Breach
Spays may suspend, restrict, or terminate access to the Platform or a service where the Partner breaches these General Conditions, the partnership agreement, provider rules, technical requirements, or applicable law; fails to pay amounts when due; fails to provide requested information; or uses the Platform in a manner that threatens security, compliance, reputation, operations, Clients, or third-party relationships.
7.2 Immediate Action for Fraudulent or Non-Compliant Activity
Spays may take immediate action without prior notice where it detects or reasonably suspects fraud, money laundering, terrorist financing, proliferation financing, sanctions evasion, falsified information, unauthorised access, data compromise, transaction laundering, prohibited activity, or another serious legal, compliance, or security risk.
To the extent permitted by law, Spays is not liable for loss resulting from a suspension, refusal, block, restriction, or termination undertaken in good faith for compliance, provider, security, or risk-management reasons.
7.3 Ceasing Use of Services
Upon termination or expiry, you must immediately cease using the Platform, APIs, software, documentation, credentials, services, and Spays intellectual property, except to the extent continued access is expressly permitted for an orderly wind-down, data export, complaint handling, settlement, or regulatory obligation.
Where termination concerns wallet, custody, or administration functionality, the Partner must cooperate with Spays in notifying Clients, obtaining valid transfer instructions, confirming eligible addresses or wallets, and completing identity, AML/CFT, sanctions, blockchain-analysis, counterparty-information, fraud, security, and technical checks.
Spays may delay, refuse, or block the return or transfer of an asset where required by law, a competent authority, a provider, internal policy, or risk controls, or where there is suspected fraud, sanctions risk, unlawful activity, an unsupported asset or network, an incorrect address, insufficient information, or technical impossibility.
7.4 Return or Deletion of Confidential Information
Upon termination, you must return or securely delete confidential information obtained through the Platform or services, including proprietary information, Client data, transaction information, technical documentation, credentials, and other sensitive material, except where retention is required by law, the partnership agreement, or a legitimate legal-claims or audit purpose.
Upon request, you must confirm completion of the required return or deletion. Retained information remains subject to confidentiality, security, access-control, and purpose-limitation requirements.
7.5 Survival
Payment, indemnity, confidentiality, intellectual-property, data-protection, record-retention, audit, liability, dispute-resolution, and other obligations that by their nature are intended to survive termination remain in effect after termination or expiry.
8.1 Protection of Confidential Information
Each party must protect confidential information disclosed in connection with the partnership. Confidential information includes business plans, pricing, financial data, proprietary technology, APIs, security information, compliance methods, Client information, transaction data, provider arrangements, trade secrets, trademarks, and other non-public information, whether disclosed in written, electronic, visual, or verbal form.
The receiving party must use confidential information only to perform the partnership and must apply at least the same level of protection it uses for its own information of similar importance, and no less than reasonable care.
8.2 Permitted Disclosure
Confidential information may be disclosed only to employees, contractors, professional advisers, affiliates, and providers who need it for the partnership and are subject to appropriate confidentiality duties, or where disclosure is required by law, court order, regulator, financial intelligence unit, law-enforcement body, card network, bank, or relevant provider.
Where legally permitted, the receiving party will give advance notice of a compelled disclosure and reasonably cooperate with efforts to limit or protect the disclosure.
8.3 Exceptions
Confidentiality obligations do not apply to information that the receiving party can demonstrate:
was lawfully known without restriction before disclosure;
became public without breach of an obligation;
was received lawfully from a third party without confidentiality restriction;
was independently developed without use of the confidential information; or
was approved in writing for disclosure by the disclosing party.
8.4 Trademarks and Other Intellectual Property
Trademarks, service marks, logos, brand names, domain names, software, APIs, documentation, designs, data models, and other intellectual property remain the exclusive property of their owner. A limited right of use is granted only to the extent expressly stated in the partnership agreement.
Neither party may modify, register, challenge, misuse, remove ownership notices from, or use the other party’s intellectual property outside the agreed purpose without prior written consent. On termination, use must cease and relevant references must be removed, subject to legally required archival records.
8.5 Duration
Confidentiality obligations survive termination for five years, except that trade secrets, security credentials, private keys, personal data, and information protected for a longer period by law or its nature remain protected for as long as the relevant protection applies.
8.6 Indemnity for Confidentiality or IP Breach
To the fullest extent permitted by law, a party that breaches its confidentiality or intellectual-property obligations will indemnify the other party against direct losses, claims, and reasonable costs arising from the unauthorised use or disclosure, subject to the liability provisions of the partnership agreement and applicable law.
9.1 Applicable Law
These General Conditions are governed by and construed in accordance with the laws of Costa Rica, without regard to conflict-of-law rules, unless the signed partnership agreement expressly provides another governing law for the commercial relationship.
9.2 Jurisdiction and Dispute Resolution
The parties will first attempt in good faith to resolve a dispute through their designated commercial, legal, compliance, or technical contacts. Unless the partnership agreement provides for arbitration or another forum, and subject to mandatory law, the competent courts of Costa Rica have exclusive jurisdiction over disputes arising from or relating to these General Conditions or the services.
9.3 Amendments
Spays may amend these General Conditions. Material changes will ordinarily be communicated electronically at least one month before implementation. A shorter period or immediate effect may apply where necessary because of law, regulation, sanctions, security, fraud prevention, a provider or card-network requirement, a technical emergency, or a change that benefits the Partner or does not materially reduce its rights.
You may object to a material amendment and stop using the affected service before it becomes effective, subject to outstanding obligations and wind-down requirements. Continued use after the effective date constitutes acceptance to the extent permitted by law.
9.4 Severability
If a provision is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable or, if modification is not possible, severed. The remaining provisions continue in full force.
9.5 No Waiver
A failure or delay in exercising a right does not waive that right. A waiver is effective only if made in writing by an authorised representative and applies only to the specific circumstances stated.
9.6 Assignment and Subcontracting
The Partner may not assign, transfer, novate, subcontract, or otherwise dispose of its rights or obligations without Spays’ prior written consent. Spays may use affiliates and subcontractors to perform services and may assign the agreement as part of a merger, reorganisation, financing, sale of business, or transfer to an affiliate, subject to applicable law and the partnership agreement.
9.7 Entire Agreement and Order of Precedence
These General Conditions, together with the partnership agreement and incorporated documents, form the agreement concerning the relevant services and replace prior discussions or representations on the same subject. In case of conflict, the following order ordinarily applies: the signed partnership agreement; service-specific schedule or order form; data-processing agreement; fee schedule; these General Conditions; and technical documentation, unless the documents expressly state otherwise.
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