dLocal Terms of Service

Last updated: November 4, 2020


Dlocal LLP

We are Dlocal Corp. LLP (“we”, “us” or “Dlocal” the “Service Provider”), a company registered in England and Wales under company number OC424978 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”) is a contract between you (“you”, the “user” or the “Company”) and governs your use of Dlocal Services.

By using our services, you confirm that you accept these Agreement and our Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use our 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. 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, the Dlocal Acceptable Use Policy, or any other agreement you enter into with Dlocal.
  2. 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.

You should print a copy of these Terms or save them to your computer for future reference.

We amend these Terms from time to time as set out in clause 14. 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 on November 4, 2020.

Definitions

Bank Account” a bank account into which, Funds shall be delivered by the Company, for payment distribution purposes.

Business Day” any day other than: (i) a Saturday or Sunday; (ii) a holiday; or (iii) a day on which banking institutions are generally closed in London or, in respect of a Payment Instruction, Territory where that End User is located.

End User(s)” means a payee of the Company to whom the Company instructs the Service Provider to effect Payment from time to time, from the Funds deposited in the Bank Account, as per the terms of this Agreement.

End User Data” means such information as may be required from time to time by the Service Provider in relation to Payments;

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.

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.

Tax/Taxes” has the meaning set out in Clause 3.1.b.

Payment Services

  1. Payment Services
    1. Service Provider shall provide the Company with its Payment Services. The Company may request from time to time request the Service Provider to make payments to its designated End Users located in the Territory.
    2. The sole responsible party for any or all applicable national, state, or local sales, charges, use, value-added, or income withholding taxes (“Tax/Taxes”), related to payments made by the Service Provider under this Agreement is the Company. The Service Provider shall not assume any extra cost in this regard, including any penalty, interest, or other additional thereto. The Company shall indemnify the Service Provider and hold it harmless from and against all claims, damages, losses, costs, and expenses, including reasonable fees and expenses of attorneys and other professionals, in connection to any obligation imposed on the Service Provider to pay any Tax in respect to payments due under this Agreement.
    3. If the Service Provider is required by Applicable Law to collect or make a deduction or withholding of any Tax to perform any payment due under this Agreement, it will make the payment net of such Tax. In this event, the Service Provider shall make its best efforts to collaborate with the Company to recover such Tax, only if this is legally feasible and applicable, provided that the Company previously provides the Service Provider with the necessary funds to cover all the costs and expenses required for the respective measures
  2. Company’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, through Dwolla, 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, 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, through Dwolla with all documentation that may be requested from you time to time in order to comply with international standards in terms of Anti-Money Laundry.
    4. User acknowledge that the KYC documentation requested by Dlocal, through Dwolla is mandatory in order to use Dlocal Services. Until the KYC is complete, the User will have a limited capability of processing.

Restricted Activities.

The Company shall not request Payments for End Users whose activities are:

  1. illegal or prohibited under Applicable Law in the U.S., in the jurisdiction of the Service Provider, of the Company, of the End User, or that is illegal in according to the Applicable Law of the Territory;
  2. encouraging, promoting, facilitating or instructing others to engage in illegal activity to include, without limitation, drug trafficking, sex and human trafficking, arms trafficking, or laundering money;
  3. infringing or encouraging infringement of any Intellectual Property Right or any other proprietary right under US laws or the laws of any applicable jurisdiction including, but not limited to: offering, providing, selling, furnishing making, having made any designer handbags, clothing and accessories, and consumer electronics;
  4. promoting hate, violence, racial intolerance, or the financial exploitation of a crime in any manner whether directly or indirectly;
  5. promoting, supporting or glorifying acts of violence or harm towards self or others;
  6. involved or connected to obscene, pornographic, unlawful, or to instructions on the production of weapons or explosives;

Funds

All Funds deposited in the Bank Account will be held on trust for the Company and cannot be used by the Service Provider for any purpose other than the limited purpose of delivering Payments to the End Users pursuant to Payment Instructions and for settlement of the Fees.

Intellectual property rights

Any Intellectual Property Rights which are owned or controlled by either Party prior to the date hereof or which is acquired by a Party independently of this Agreement shall at all times continue to be owned and/or controlled by the said Party.

How we use your personal information

Both Parties shall comply with all applicable requirements of the Data Protection Legislation.

The Company acknowledges and agrees that the Service Provider may record, collect, keep and maintain Personal Data from the End Users for the purposes of: (i) providing the Services; (ii) for compliance with its obligations under the Data Protection Legislation; or (iii) for training and quality purposes, or for any other purposes as set out in the Privacy Policy.

The Company warrants that it:

  1. will hold, as long as provided for in the Data Protection Legislation, a valid data protection registration;
  2. will be in full compliance with all applicable requirements of the Data Protection Legislation; and
  3. has all necessary appropriate consents and notices in place to enable lawful transfer of Personal Data from End Users to enable the Service Provider to Process the Personal Data and perform its obligations, for the duration and purposes of this Agreement.

The Company shall indemnify the Service Provider against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Service Provider arising out of or in connection with the Company’s breach of its warranties and obligations set out in this Clause 11 and/or the Data Protection Legislation.

Suspension of the Services

  1. Dlocal reserves the right to, at any time, suspend the Services for repairs, maintenance or improvements. In the event that Dlocal suspends the Services in accordance with this clause, Dlocal will use its reasonable endeavors to give prior notice to the users, unless the Services are suspended due to suspicion of security breach or fraud.
  2. Where the Services provided to you are suspended due to suspicion of security breach caused or fraud committed by you, Dlocal reserves the right to:
    1. Request Dwolla that you provide information; and
    2. at its sole discretion, restrict your access, suspend or terminate your Processing without provision of any notice.

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 Service Provider believes Company is acting illegally or not in compliance with the requirements set-out in this Agreement, the Service Provider shall, at its sole discretion, be entitled to terminate this Agreement immediately, or suspend or Disconnect the Payment Processing Services to the Company (and its Customers) until such time as the Company satisfies the Service Provider, that it is in compliance with its obligations.

Our right to vary these terms

  1. We may revise these Terms from time to time. Every time you use our Services, the Terms in force at that time will apply to the provision of the Services to you.

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:
    1. death or personal injury caused by our negligence;
    2. fraud or fraudulent misrepresentation; and
    3. 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 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.

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:
    1. we will contact you as soon as reasonably possible to inform you; and
    2. 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.

Governing law and jurisdiction

  1. These Terms are governed by and construed in accordance with the laws of 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).

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 organisation 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 do 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.