Terms and Conditions

1. Introduction and Acceptance

These Terms of Service ('Terms', 'Agreement') constitute a legally binding contract between OnePool Payments S.L., with NIF B22996607, located at Av. Botánico Cavanilles, 20, 46010 Valencia, Spain ('OnePool', 'we', 'us'), and the entity or professional registering for a OnePool account ('Merchant', 'the Merchant', 'the Merchant's').

By registering on the OnePool Dashboard, integrating our API, or using our Services, the Merchant declare that the Merchant have the legal capacity to bind the Merchant's company to this Agreement. If the Merchant do not agree to these Terms, the Merchant may not access or use the Services.

2. Description of Services and Role of the Parties

OnePool provides a Software-as-a-Service (SaaS) payment orchestration platform and API that allows Merchants to offer complex payment flows to their end customers ('Customers'), specifically Installment Payments, Group Payments, and One-Time Payments.

OnePool acts exclusively as a technical service provider. We provide the software routing infrastructure but we are NOT a bank, electronic money institution, or regulated financial entity. The actual processing, settlement, and custody of funds are executed strictly by authorized Payment Service Providers ('PSPs') such as Stripe, Adyen, or Redsys.

The Merchant is the sole 'Seller of Record'. The commercial relationship regarding the sale of goods or services is strictly between the Merchant and the Customer. OnePool assumes no liability for the delivery, quality, or legality of the underlying products or services.

3. Account Registration: Commerce and Enterprise

OnePool provides two onboarding modalities: (a) 'Enterprise' (Manual Onboarding), designed for corporate clients requiring a custom agreement, where a formal contract is signed and the account is created ad-hoc by our team; and (b) 'Commerce' (Self-Service), where the Merchant registers directly via the Dashboard to access standard features.

Regardless of the modality, the Merchant agrees to provide accurate and complete information. For 'Enterprise' accounts, the specific terms and conditions of the signed agreement shall prevail over these general Terms in case of any conflict or inconsistency.

The Merchant is solely responsible for the security of the Merchant's Dashboard access and API credentials. OnePool does not perform identity verification; such requirements are managed directly between the Merchant and the Merchant's chosen Payment Service Provider (PSP).

4. API Integration and Platform Usage

OnePool grants the Merchant a limited, non-exclusive, non-transferable, and revocable license to access and use the OnePool API and Dashboard strictly for the internal business purpose of accepting payments from Customers.

The Merchant is solely responsible for keeping the Merchant's API keys, webhook secrets, and Dashboard credentials secure. OnePool will not be liable for any unauthorized access resulting from the Merchant's failure to safeguard these credentials.

We reserve the right to implement API rate limits, restrict usage, or deprecate endpoints to maintain the stability and security of the platform.

5. Installments

Card Tokenization and Authorization: When utilizing our Installment module, the Customer's payment method is tokenized and securely stored by the authorized Payment Service Provider (PSP). The Merchant instructs OnePool to use this secure token to orchestrate future charges on the Merchant's behalf. The Merchant is responsible for ensuring that the Merchant's terms of sale adequately inform the Customer of these future charges and that the necessary authorization is obtained to process them.

Failed Payments and Retries: If a scheduled installment fails due to insufficient funds, card expiration, or network rejection, our system will follow automated intelligent retry logic to attempt collection via the stored token. If retries continue to fail, the Customer will be provided with a link to complete the payment manually. OnePool provides the technical infrastructure for these retries but does not guarantee the successful collection of funds.

Cancellations: Any cancellation of an installment plan must be managed directly by the Merchant through the Dashboard. OnePool will only halt future tokenized charges upon receiving an explicit technical instruction (via API or Dashboard) from the Merchant.

6. Group Payments

The Group Payment module allows multiple Customers to collaboratively fund a single order (Pool) within a specific timeframe set by the Merchant.

Pre-authorization and Capture: When a Customer joins a Pool, their payment method is subjected to a pre-authorization (a temporary hold of funds), not an immediate charge. OnePool will only trigger the capture of these funds once the total required target amount is fully pledged by all participants.

Order Completion: The Merchant acknowledges that OnePool will only signal the order as 'Paid' to the Merchant's system after the target amount is successfully reached and all participants' funds are successfully captured.

Expiration and Release of Funds: If the Pool fails to reach the target amount within the defined expiration timeframe, the Pool is automatically canceled. OnePool will instruct the PSP to release all pre-authorizations, meaning no Customer will be charged. OnePool assumes no liability for commercial losses or unfulfilled orders resulting from expired Pools.

7. One-Time Payments

For standard one-time checkouts, OnePool routes the payment transaction details securely to the designated Payment Service Provider (PSP) account.

Confirmation is subject to real-time authorization by the PSP. OnePool simply provides the orchestration layer to facilitate a seamless checkout experience for the Customer.

8. Prohibited Businesses and Acceptable Use

The Merchant may not use OnePool to facilitate payments for illegal products, highly regulated sectors without proper licensing, or activities that pose a high financial risk to our PSP partners.

Prohibited activities include, but are not limited to: adult content, unregulated gambling, illegal drugs, counterfeit goods, deceptive marketing practices, and any business explicitly banned by the operating rules of Visa, Mastercard, or our partner PSPs.

Violation of the Acceptable Use Policy will result in immediate account termination.

9. Fees and Billing

OnePool charges fees (including SaaS, transaction, or integration fees) as established during the Merchant's onboarding or as published on the OnePool pricing page.

Billing for Enterprise accounts: Fees will be billed monthly via invoice sent at the beginning of each calendar month. Payments are due within fifteen (15) days of receipt.

Billing for Commerce accounts: The Merchant must maintain a valid payment method (e.g., bank account or credit card) linked to the OnePool Dashboard. Fees will be automatically withdrawn from this payment method at the end of each billing cycle or month.

Failure to pay fees on time may result in temporary suspension of the Services.

10. Refunds, Chargebacks, and Disputes

The Merchant is exclusively responsible for processing refunds, managing customer support, and handling commercial disputes with the Merchant's Customers.

Chargebacks (retrocessions): If a Customer disputes a charge with their bank, the resulting chargeback fee and the reversed amount will be deducted directly from the Merchant's PSP account balance. OnePool assumes no financial liability for fraudulent transactions or lost chargeback disputes.

11. Intellectual Property

All rights, title, and interest in and to the OnePool Services, Dashboard, APIs, documentation, logos, and software belong exclusively to OnePool Payments S.L.

The Merchant may not copy, reverse engineer, decompile, or create derivative works from our software. The Merchant grant OnePool a limited right to use the Merchant's company's name and logo in our promotional materials, unless the Merchant explicitly request otherwise in writing.

12. Data Protection and Privacy

In providing the Services, OnePool acts as a Data Processor regarding the Merchant's Customers' data, while the Merchant act as the Data Controller under the GDPR.

Both parties agree to comply with applicable data protection laws. Our data processing practices, security measures, and international transfer safeguards are detailed in our Privacy Policy and corresponding Data Processing Agreement (DPA).

13. Warranties and Limitation of Liability

The Services are provided on an 'AS IS' and 'AS AVAILABLE' basis. OnePool expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee uninterrupted or error-free operation.

To the maximum extent permitted by law, OnePool shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill.

In no event shall OnePool's aggregate liability arising out of or related to this Agreement exceed the total fees paid by the Merchant to OnePool in the one (1) month immediately preceding the event giving rise to the claim.

14. Indemnification

The Merchant agrees to defend, indemnify, and hold harmless OnePool, its directors, employees, and affiliates from any claims, damages, losses, fines, or expenses (including legal fees) arising from: (a) the Merchant's breach of these Terms; (b) the Merchant's violation of any law or third-party right; (c) any dispute between the Merchant and a Customer; or (d) unauthorized access to the Merchant's account.

15. Term, Suspension, and Termination

The use of OnePool's infrastructure establishes a technical and legal relationship that naturally adapts to the role of each user.

For the Merchant, this commitment is formalized at the moment of onboarding and remains active continuously as long as the Merchant maintains an operational account and uses our APIs.

For the Customer (Payer), the interaction does not require the creation of an account or registration with OnePool, as its nature is strictly transactional. The application of these Terms begins the instant the Customer initiates a payment process through our checkout and extends throughout the entire lifecycle of the operation: from the initial authorization, to the completion of a one-time payment, the success of a group pool, or the final scheduled charge in an installment plan. Once the technical purpose of the payment is fulfilled, the Customer's link to the service concludes.

OnePool reserves the right to suspend or terminate the Merchant's account immediately if it detects a breach of these Terms, prohibited activities, or an excessive volume of chargebacks. Upon termination, access to the API and Dashboard will cease, although clauses relating to intellectual property, liability, and jurisdiction will survive.

16. Modifications to the Terms

OnePool reserves the right to modify these Terms at any time. We will notify the Merchant of material changes via email. Continued use of the Services after the effective date of the updated Terms constitutes the Merchant's acceptance.

17. Governing Law and Jurisdiction

These Terms and any dispute arising out of them shall be governed exclusively by the laws of Spain, without regard to its conflict of law principles.

The parties expressly submit to the exclusive jurisdiction of the courts and tribunals of the city of Valencia, Spain, for the resolution of any legal proceedings related to this Agreement.