Terms of Service

By creating an account, accessing the dashboard, calling our APIs, or otherwise using the Services, you agree to be bound by these Terms, our Privacy Notice, our Data Processing Addendum, and any service-specific policies referenced herein. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation.

We may update these Terms from time to time. Material changes will be announced via the dashboard and email at least 30 days before they take effect. Continued use of the Services after the effective date constitutes acceptance of the revised Terms.

Marseille UPG is a multi-tenant payment infrastructure layer. The Services include:

• An orchestration control plane for routing transactions across upstream payment providers configured by you.
• A tenant workspace model for separating apps, environments and merchants under a single organisation.
• A developer surface consisting of REST APIs, signed event delivery, SDKs and reference integrations.
• An operations dashboard for managing orders, settlements, disputes, audits and access.

Marseille UPG is not a bank, a card scheme, an acquirer, a money services business, or a custodian of customer funds. Settlement, fund flows and merchant-of-record obligations remain with the upstream providers and entities you contract with.

You must provide accurate and complete information when registering and keep that information current. You are responsible for all activity under your organisation, including activity by users, tenants, and API credentials you create.

• Credentials, signing keys and webhook secrets must be stored securely. Compromised secrets must be rotated immediately via the dashboard.
• You are responsible for the configuration of your tenants, including which providers they use and what data they process.
• You must not impersonate another organisation, tenant or individual, or misrepresent your affiliation with any of them.

You agree not to use the Services to process transactions for, or otherwise support, activities that are unlawful, fraudulent, or prohibited by your upstream providers’ acceptable use policies. Without limitation, you must not:

• Process payments for goods or services that are illegal in the jurisdictions of the merchant or end-user.
• Attempt to bypass rate limits, authentication, signing requirements or audit logging.
• Use the Services to build a product that is substantially a clone of Marseille UPG.

We may suspend access immediately and without notice if we have a good-faith belief that continued use poses a risk of legal, financial, or reputational harm to Marseille UPG, our providers, or end-users.

Fees for the Services are described in your order form or in the published pricing on our website. Unless explicitly agreed otherwise:

• Service fees are calculated as 1.0% of the gross volume of successfully processed transactions.
• Service fees are billed monthly in arrears in USD or EUR.
• Failed, voided, refunded and chargeback transactions are not charged the 1.0% service fee, but operational fees for disputes may apply.
• Invoices are due net 30 days. Overdue amounts accrue interest at the lower of 1.5% per month or the maximum permitted by law.

Marseille UPG does not hold or settle merchant funds. End-customer settlement, refunds and chargebacks are governed by your contracts with your upstream providers.

Each party will protect the other’s confidential information using the same degree of care it uses for its own confidential information, but no less than a reasonable degree of care.

Processing of personal data is governed by our Data Processing Addendum, which is incorporated into these Terms by reference. Cardholder data is handled in accordance with our PCI DSS responsibilities described in the Compliance page.

Marseille UPG retains all rights, title and interest in and to the Services, including the dashboard, APIs, SDKs, documentation, and any improvements derived from your feedback. You retain all rights in your data and content. You grant us a limited, non-exclusive licence to process your data solely as necessary to operate and improve the Services.

We will provide the Services with reasonable skill and care, in accordance with the service levels in your order form, and in a manner that materially complies with applicable laws.

To the maximum extent permitted by law, the Services are provided “as is” and “as available”. We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

Neither party will be liable for any indirect, incidental, consequential, special, or exemplary damages, including loss of profits, revenue, goodwill or data, even if advised of the possibility.

Each party’s aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable to Marseille UPG by you in the twelve (12) months preceding the event giving rise to liability.

These Terms remain in effect while you use the Services. Either party may terminate for material breach not cured within 30 days of written notice. Upon termination, your right to access the Services ends and you may export your data within 30 days using the dashboard or API.

These Terms are governed by the laws of England and Wales, excluding its conflict-of-laws rules. The courts of London have exclusive jurisdiction over any dispute arising under or in connection with these Terms, except that either party may seek injunctive relief in any competent jurisdiction to protect its intellectual property.

Notices to Marseille UPG should be sent to upg@marseille.one and to our registered address: Marseille UPG Ltd, London, United Kingdom.