Terms of Service

Last updated 8 September 2026

These terms govern access to InovaNexo's payment services. They are written for businesses. They are not a consumer contract, and they do not create any relationship between InovaNexo and a merchant's own customers.

Where you have signed a separate merchant services agreement with us, that agreement takes precedence over these terms wherever the two conflict.

1. Who these terms apply to

These terms apply to any business that applies for, is approved for, or uses InovaNexo's payment services, and to anyone who accesses our APIs or merchant dashboard on that business's behalf. By using the services you confirm that you are authorised to bind the business you represent.

2. Definitions

• Services — the payment acceptance, routing, settlement, payout and related support services we provide, described in section 4.
• Merchant, you — the business that contracts with us for the services.
• Payer — a person or business making a payment to you through the services.
• Banking Partner — a financial institution, acquirer or payment institution we route transactions through.
• Settlement Account — the account you nominate to receive settlement of funds.
• Chargeback — a reversal of a transaction initiated by a payer, an issuer or a Banking Partner.

3. Onboarding and eligibility

Access to the services depends on completing our onboarding process, which includes know-your-business (KYB) checks on your company, its ownership and its directors. We may ask for corporate documents, identification, licensing evidence, financial information, processing history and details of your business model.

We may accept or decline any application at our discretion, and we may decline without giving reasons where disclosing them would prejudice a legal or regulatory obligation. Acceptance by us does not commit any Banking Partner to accept you; approval by a Banking Partner is a separate decision that we facilitate but do not control.

You must tell us promptly if information you gave us changes — in particular a change of ownership or control, a change of business model, a new jurisdiction, the loss or variation of a licence, or any regulatory action against you.

4. The services

Depending on what we have agreed with you, the services may include:

• Acceptance of payments in Brazil by Pix, boleto bancário, and domestic credit and debit cards.
• Routing of transactions between Banking Partners, including retry and failover.
• Payouts and withdrawals to Brazilian accounts and Pix keys.
• A REST API, webhooks, a hosted checkout and sandbox access.
• Managed onboarding with Banking Partners, reconciliation, settlement reporting, foreign exchange where agreed, and merchant support.

We may add, change or withdraw features, payment methods or Banking Partners. Where a change materially reduces the services you receive, we will give you reasonable notice.

We are a payment service provider, not a bank. We do not take deposits, we do not pay interest on balances, and funds held pending settlement are not a bank deposit.

5. Your obligations

• Give accurate, complete and current information, and keep it up to date.
• Comply with all laws applicable to your business, including consumer protection, tax, data protection, anti-money-laundering and sanctions law, and hold every licence your activity requires in each market you serve.
• Sell only the goods or services we approved during onboarding, and tell us before you materially change what you sell or where you sell it.
• Describe yourself clearly to payers, publish accurate terms, refund and cancellation policies, and handle your customers' complaints.
• Keep API keys and dashboard credentials secure, and tell us immediately if you suspect they have been compromised.
• Cooperate with reasonable requests for information from us, a Banking Partner, an auditor or a regulator, including during an investigation.
• Not use the services to process payments for any business other than your own, and not resell or provide access to the services to a third party without our written agreement.

6. Restricted and prohibited activities

We work with high-risk sectors that many providers decline, and we assess each business individually rather than applying blanket exclusions. That said, some activity is outside what we or our Banking Partners will support. You must not use the services in connection with:

• Anything illegal under Brazilian law or the law of any market you operate in.
• Money laundering, terrorist financing, sanctions evasion, or transactions involving a sanctioned person, entity or territory.
• Fraud, deception, or misrepresentation of who you are or what a payer is paying for.
• Unlicensed financial services, including unlicensed deposit-taking, lending, securities or derivatives activity where a licence is required.
• Ponzi, pyramid or matrix schemes, or investment offerings promising guaranteed or unrealistic returns.
• Child sexual abuse material, human trafficking, or any non-consensual content.
• Trade in illegal drugs, weapons, endangered species, stolen goods or counterfeit items.
• Gambling or gaming where you do not hold the licence required in the market you serve.
• Transaction laundering — processing another business's transactions through your account.

Some sectors are supported only under specific conditions agreed in writing, which may include additional documentation, higher reserves, volume caps or enhanced monitoring. Where a Banking Partner withdraws support for a sector, we will move traffic to another rail where we can and tell you if we cannot.

7. Fees, settlement and currency

Fees are those set out in your commercial agreement or fee schedule. Unless agreed otherwise, we deduct our fees from amounts we settle to you and show them in your settlement reporting.

We settle to your nominated Settlement Account on the agreed schedule. Settlement timing depends on the payment method and the Banking Partner: Pix confirms within seconds, boleto typically settles in one to two business days, and card settlement follows the applicable acquiring cycle. Settlement may be delayed by circumstances outside our control, including Banking Partner outages, banking holidays and instructions from a regulator.

Where we convert currency, we apply the rate and any margin agreed with you. Foreign exchange transactions in Brazil are subject to applicable exchange control rules and reporting requirements.

You are responsible for your own taxes. Where we are required to withhold or collect a tax, we will do so and account for it.

8. Reserves and holds

Because we carry settlement risk on your behalf, we may hold a reserve — a rolling percentage of processed volume, a fixed amount, or both. Where we require a reserve we will tell you how it is calculated, when it is released, and why we are applying it.

We may hold, delay or reverse a specific settlement where we reasonably believe a transaction is fraudulent, unauthorised, unlawful or in breach of these terms; where a chargeback or dispute is likely; where we are instructed to do so by a Banking Partner, regulator or court; or where we need to complete a review. We will release funds promptly once the reason no longer applies.

9. Refunds, chargebacks and disputes

You are responsible for refunds to your customers under your own published policy, and for the full amount of any chargeback raised against a transaction we processed for you, together with any fee a Banking Partner or scheme charges for it.

We will pass on the evidence requirements and deadlines that apply to a dispute and will support you in responding, including handling correspondence in Portuguese. We cannot guarantee the outcome — the decision belongs to the issuer, the Banking Partner or the scheme.

We may recover amounts you owe us by deducting them from settlements or from a reserve, or by invoicing you. Sustained chargeback levels above the thresholds set by a Banking Partner or scheme may require remediation, additional reserves, or termination.

10. Suspension and termination

You may stop using the services at any time and may terminate on the notice period in your agreement. We will settle amounts properly due to you, subject to any reserve, outstanding liabilities and the chargeback exposure period.

We may suspend or restrict the services immediately, in whole or in part, where we reasonably believe there is a risk of fraud, unlawful activity or a breach of these terms; where a Banking Partner or regulator requires it; where you give materially inaccurate information; or where continuing would expose us or a Banking Partner to unacceptable legal, regulatory or reputational risk. We will tell you as soon as we are permitted to, and will explain what is needed to lift a suspension where we lawfully can.

We may terminate on written notice, and immediately for material breach, insolvency, or where a Banking Partner withdraws and no alternative is available.

11. Data protection

Each of us must comply with the LGPD and other applicable data protection law. In broad terms you are the controller of your customers' personal data and we act as operator when processing it to execute a payment, except where we process it to meet our own legal obligations. You are responsible for having a lawful basis to send us that data and for informing your customers. Our Privacy Policy sets this out in full.

12. Confidentiality

Each party must keep the other's confidential information confidential and use it only for the purposes of the services. This does not apply to information that is public through no breach, was already lawfully known, is independently developed, or must be disclosed by law or to a regulator — in which case the disclosing party will give notice where it is lawfully able to.

13. Warranties and liability

We will provide the services with reasonable skill and care. We do not warrant that the services will be uninterrupted or error-free, and we are not responsible for the acts, omissions, outages or decisions of a Banking Partner, scheme, regulator or your own customers.

Neither party excludes liability for fraud, wilful misconduct, or anything that cannot be excluded under Brazilian law. Subject to that, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, or loss of business or reputation.

Subject to the paragraph above, our total aggregate liability arising out of or in connection with the services in any twelve-month period is limited to the total fees you paid us in that period.

14. Indemnity

You will indemnify us against losses, claims, fines and reasonable costs we incur arising from your breach of these terms, your breach of applicable law, the goods or services you sell, or a claim brought by one of your customers in relation to a transaction, except to the extent caused by our own breach or negligence.

15. Changes

We may change these terms. Where a change materially affects your rights or obligations we will give you reasonable notice before it takes effect, and continuing to use the services after that date means you accept the change. If you do not accept it, you may terminate before it takes effect.

16. Governing law and disputes

These terms are governed by the laws of the Federative Republic of Brazil. The courts of São Paulo, State of São Paulo, have exclusive jurisdiction over any dispute, without prejudice to any mandatory right you have to bring proceedings elsewhere.

Before starting proceedings, each party agrees to raise the issue with the other and attempt to resolve it in good faith. Contact us at operations@inovanexo.com.