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:
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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.
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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.
“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.
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Payment Services
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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.
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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.
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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
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Company’s KYC Information
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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.
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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.
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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.
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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.
The Company shall not request Payments for End Users whose
activities are:
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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;
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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;
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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;
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promoting hate, violence, racial intolerance, or the
financial exploitation of a crime in any manner whether
directly or indirectly;
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promoting, supporting or glorifying acts of violence or
harm towards self or others;
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involved or connected to obscene, pornographic, unlawful,
or to instructions on the production of weapons or
explosives;
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:
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will hold, as long as provided for in the Data Protection
Legislation, a valid data protection registration;
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will be in full compliance with all applicable requirements of
the Data Protection Legislation; and
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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
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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.
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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:
- Request Dwolla that you provide information; and
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at its sole discretion, restrict your access, suspend or
terminate your Processing without provision of any notice.
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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.
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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
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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
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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
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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.
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We do not in any way exclude or limit our liability for:
- death or personal injury caused by our negligence;
- fraud or fraudulent misrepresentation; and
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any other liability which cannot be excluded or limited by
applicable law.
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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.
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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.
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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
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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.
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In case such event takes place that affects the performance of
our obligations under these Terms:
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we will contact you as soon as reasonably possible to
inform you; and
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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
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These Terms are governed by and construed in accordance with
the laws of United Kingdom.
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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).
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These Terms together with the documents referred to in it,
contains the entire agreement between us for your use of the
Services.
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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.
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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.
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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.
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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.