Terms and Conditions

1. Who you are contracting with

These Terms and Conditions ("Terms") are a binding agreement between you and SouthPay LLC, a Wyoming limited liability company (filing ID 2026-002019288), with its principal place of business at 1200 Brickell Avenue, Ste 1950 #103, Miami, FL 33131, United States ("SouthPay", "we", "us", "our"). SouthPay operates Kordio.

"You" means the person or entity accessing the Site or using the Service. If you are acting on behalf of a company, you represent that you have authority to bind that company, and "you" means that company.

2. What these Terms cover

These Terms cover both:

• the Site: kordio.io and any related marketing pages we operate under the Kordio brand; and
• the Service: the Kordio product, including the account dashboard at app.kordio.io, the Kordio API, the documentation at docs.kordio.io, and any support we provide with them.

By using the Site, creating a Kordio account, or calling the API, you agree to these Terms. If you do not agree, do not use the Site or the Service.

A Data Processing Addendum governs personal data you process through the Service and is available on request at tech@southpay.io. Where we have signed a separate written agreement with you, that agreement controls to the extent it conflicts with these Terms.

3. Eligibility and accounts

You must be at least 18 years old and legally able to enter contracts. Kordio is a business-to-business product and is not offered to consumers for personal use.

You are responsible for the accuracy of your account details, for keeping your API keys and credentials secret, and for all activity that happens under your account. Tell us promptly at tech@southpay.io if you believe your credentials have been compromised. Do not share credentials between organisations or resell access to the Service.

4. Plans, trials and billing

Current plans and prices are published on the Site at kordio.io/#pricing:

• Sandbox is free. It provides the full API in test mode, with no card required and no live authority.
• Volume packs are an add-on to any plan rather than a plan of their own. Each pack costs $50, grants $100,000 of authorized volume, and stays valid for 12 months from purchase. Packs are paid for at the time of purchase and are drawn down as your agents are authorized, including volume authorized past a plan allowance.
• Build is $49, Growth is $149 and Scale is $499 per month. Each is billed monthly in advance and includes the authorized volume and usage allowances listed on the pricing page.
• Enterprise is priced individually under a written order.

The double-entry ledger is included in every plan and is not billed separately.

Paid plans renew automatically each month until cancelled, and you authorise us to charge your payment method for each renewal. Prepaid volume packs do not renew; they are one-off purchases. Plans paid in crypto are invoiced each cycle instead and do not auto-renew; access continues only for cycles you have paid.

Prices are exclusive of taxes. You are responsible for any sales, use, VAT, GST, or similar taxes arising from your subscription, except taxes on our income. If you upgrade mid-cycle, the change applies immediately and we charge the difference for the remainder of the cycle. If you downgrade, the change applies from the next cycle.

We may change prices. Existing subscribers get at least 30 days' notice by email before a change applies to them, and you may cancel before it takes effect.

5. Cancellation and refunds

You can cancel any time from the dashboard at app.kordio.io, or by emailing tech@southpay.io.

Cancellation takes effect at the end of the current billing period. Your plan is not renewed, you keep access until that period ends, and no refund is given for the unused part of a period already paid for. The free Sandbox plan is there so you can evaluate the Service in test mode, for as long as you need, before any charge is made. Unused prepaid volume is not refundable and expires 12 months after purchase.

We do refund, in full:

• duplicate charges;
• charges taken after a valid cancellation took effect; and
• amounts charged in error by us.

Approved refunds are returned to the original payment method within 10 business days. Ask for one at tech@southpay.io and include the charge date and amount. Nothing here limits any refund right you have that cannot be waived under applicable law.

If we terminate your account for convenience under section 11, we refund the unused part of the period you have paid for.

6. Support

Support is available by email at tech@southpay.io. We respond to support requests within three business days. Paid plans include the support level described on the pricing page.

7. Acceptable use

You agree not to, and not to permit anyone else to:

• Use the Service for anything unlawful, or to record or facilitate fraud, money laundering, sanctions evasion, or terrorist financing.
• Use the Service in breach of any financial services, payments, securities, tax, or data protection law that applies to you, or misrepresent the Service as a licence, bank account, or regulated financial service that you do not hold.
• Reverse engineer, decompile, scrape, mirror, or otherwise interfere with the Site, the Service, or the systems they run on, or benchmark them to build a competing product.
• Attempt to gain unauthorised access to any account, server, or network resource, or bypass any security, rate limit, or authentication.
• Upload or transmit malware, exploit code, or any material intended to disrupt or damage systems or data.
• Place unreasonable load on the Service, other than well-behaved indexing of the Site by legitimate search engines.
• Use the Site or Service to send unsolicited communications, harass others, or distribute unlawful, defamatory, or infringing content.
• Misrepresent your identity or affiliation, or the identity of any person or entity.

You are responsible for the data you record through the Service and for having the rights and lawful basis to record it.

8. Your data

You keep all rights in the data you send to the Service. You grant us a limited licence to host, process, and transmit it only as needed to provide the Service, keep it secure, and meet our legal obligations. We do not sell it.

We may use aggregated, de-identified information about how the Service is used to operate and improve it, provided it does not identify you or your end users. Our handling of personal information is described in the Privacy Policy.

On request within 30 days of termination we will make your data available for export in a machine-readable format. After that period we may delete it, subject to any retention required by law.

9. Availability and changes to the Service

We work to keep the Service available but do not promise uninterrupted operation on any plan without a written service level agreement. We may perform maintenance, and we will give reasonable notice of planned maintenance where practical.

We may add, change, or discontinue features. If we discontinue a material feature of a paid plan, we will give at least 30 days' notice by email, and you may cancel and receive a refund of the unused part of your current period.

Nothing on the Site is a binding offer, commitment, or guarantee of price, feature availability, uptime, or roadmap beyond what these Terms and your plan state.

10. Intellectual property

The Site, the Service, and all content in them, including copy, layout, code, images, the underlying software, and the Kordio and SouthPay names, logos, and trademarks, are owned by SouthPay or its licensors and protected by intellectual property law. Subject to these Terms and payment of your fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during your subscription. No other rights are granted.

If you send us feedback, ideas, or suggestions, you grant us a non-exclusive, worldwide, royalty-free, perpetual licence to use and act on that feedback without obligation to you.

11. Suspension and termination

We may suspend or terminate your access if you materially breach these Terms, if your payment fails and stays unpaid after we have notified you, if your use threatens the security or integrity of the Service, or if we are required to by law. Where practical we will notify you first and give you a chance to fix the problem.

We may also terminate a subscription for convenience on 30 days' notice, with the refund described in section 5. On termination your right to use the Service ends and sections 8, 10, 12, 13, 14 and 16 survive.

12. Disclaimer of warranties

To the fullest extent permitted by applicable law, the Site and the Service are provided "as is" and "as available", without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation.

Information on the Site is general in nature. It is not legal, financial, tax, accounting, or compliance advice. You remain responsible for your own regulatory obligations, for the accuracy of your books and records, and for any professional advice you rely on.

13. Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or related to these Terms, the Site, or the Service.

Our total aggregate liability arising out of or related to these Terms will not exceed the amounts you paid us for the Service in the 12 months before the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for gross negligence, wilful misconduct, fraud, or any other matter that cannot be excluded or limited under applicable law.

14. Indemnification

You agree to indemnify and hold harmless SouthPay and its affiliates, and their respective officers, employees, and agents, from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to (a) your use of the Site or Service, (b) your breach of these Terms, (c) the data you record through the Service, or (d) your violation of any applicable law or third-party right.

15. Third-party links and services

The Site and Service may link to or integrate with third-party websites, processors, or services that we do not control. We are not responsible for the content, availability, security, or practices of those third parties. Your use of them is at your own risk and subject to their own terms and privacy policies.

16. Governing law and venue

These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-laws principles. Any dispute arising out of or related to these Terms, the Site, or the Service shall be brought exclusively in the state or federal courts located in Wyoming, and each party consents to the jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17. Changes to these Terms

We may update these Terms from time to time. Material changes will be reflected in the "Last updated" date and, for account holders, notified by email at least 30 days before they take effect. Continued use of the Site or Service after changes take effect constitutes acceptance of the updated Terms.

18. General

• Entire agreement. These Terms, the Privacy Policy, and any written order or agreement we sign with you are the entire agreement between us and supersede any prior understandings.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect.
• No waiver. Failure to enforce any right or provision does not constitute a waiver of it.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them without restriction, including in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• No agency. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.