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Invoice & Payment Terms

Schedule X: Supplemental Invoice and Payment Terms

Effective Date: Aug 15, 2025

Posted Date: Aug 15, 2025

1. Introduction

These Supplemental Invoice and Payment Terms (the “Payment Terms” or “Agreement”) constitute a legal agreement between you (“you”, “your”) and Riff, a subsidiary of Teal Pay Global Inc. (“Riff”, “we”, “us”, or “our”) governing the payment services (“Services”) available through Riff’s platform. By using the Services, you agree to comply with these Payment Terms and all other applicable Riff terms and policies, including but not limited to Riff’s Terms of Service, Privacy Policy, and E-Sign Policy (collectively referred to as the “Other Agreements”).

Capitalized terms not defined herein shall have the meanings assigned to them in the Terms of Service. In the event of a conflict between these Payment Terms and the Other Agreements, the provisions of these Payment Terms shall prevail.

We reserve the right to revise this Agreement and any of the policies listed above from time to time without notice, subject to applicable law. By continuing to use our Services after any changes are posted, you agree to abide by and be bound by those changes.

2. Riff Invoice Account Requirements and Restrictions

The Riff invoice feature (“Riff Invoice”) allows you to send invoices (“Invoices”) to your customers (“Payors” or “Customers”) for products or services provided. To use Riff Invoice and receive payments, you must have an active Riff Account.

Not all Riff account holders will have access to Riff Invoice. Eligibility and requirements for this feature are determined at Riff’s sole discretion. If you have access to Riff Invoice, you will see a “Request Payment” link upon logging into the platform.

During the setup process, you may provide information such as average invoice amount and monthly volume. Riff may impose limits on:

  • The number of Invoices you may send daily.
  • The minimum and maximum amount (USD) per Invoice.
  • The total USD amount on all Invoices sent within any 30-day period.

These limitations are determined at Riff’s sole discretion and may be amended at any time. Riff reserves the right to terminate or limit your access to Riff Invoice for any reason.

3. Verifying Payors & Invoice Details

You are responsible for vetting and verifying each Payor you send an Invoice to. Ensure all Invoice information provided to Riff is accurate, including Payor contact information and Invoice details such as amount and description of products or services provided.

4. Personal & Payment Information

To set up Riff Invoice and process payments, you must provide certain personal and payment account information, including linking your Riff Checking or Savings Account. You must also provide the mobile number or email address of each Payor.

Riff uses your personal and payment information to process payments, notify you and the Payor of successful payments, and for internal records. Use of this information is governed by our Privacy Policy.

5. Sending and Managing Invoices

Once you provide the necessary information, Riff will send the Invoice to your Payor via a link to their mobile number or email address.

Riff may correct errors in Invoice details but is not obligated to do so. We reserve the right to refuse or cancel any Invoices containing incorrect information. We are not liable for any loss resulting from errors in Payor information or Invoice details.

You are responsible for managing all Invoices, including resending, sharing, canceling, following up with Payors, and marking Invoices as “Paid” upon receipt of payment.

6. Receiving Payments from Your Customers

Agent of the Payee; Receipt of Funds: By using Riff Invoice, you appoint Riff and its payments partners as your agent for accepting and processing payments from your Customers. Receipt of funds in your Riff Wallet, or by Riff’s payments partners as applicable, is deemed receipt by you, satisfying your Customer’s payment obligations. If Riff or its partners does not remit payment to you, your recourse is against Riff, not the Customer.

Customer Information: You may be required to provide accurate and current information about your Customers. You represent and warrant that:

  • Customer information is complete and accurate.
  • Invoices are issued pursuant to a contractual relationship with the Customer.
  • Each payment transaction complies with your agreement with the Customer and applicable laws.

Authorized Payors: By enabling a Customer to make payments through the platform, you represent that the Customer is authorized to instruct Riff to make payments and initiate debit or credit entries as applicable. You are responsible for payments requested or made by a Customer, whether or not authorized by you.

Payment Instructions: Upon receiving a payment instruction from a Customer, we will use commercially reasonable efforts to make and deliver the payment, subject to this Agreement. You authorize us to debit your bank account and remit funds on your behalf in accordance with the payment instructions.

Customer Consents and Authorizations: By providing or uploading Customer information to the Service, you represent that you have obtained all required authorizations or consents from the Customer to share their information. You are solely responsible for verifying the accuracy of Customer information. Riff is not liable for losses resulting from inaccuracies in Customer information or actions by you or your Customer.

Payment Authorizations: When requesting a payment from a Customer using Riff Invoice, you represent that your Customer agrees, or you have the authority to agree on their behalf, to comply with this Agreement and all applicable laws. You represent that you have obtained all necessary approvals from the Customer to initiate the payment and authorize ACH debits and credits from their bank account.

7. Payments

When a Payor sends you a payment, Riff will process it to the account you selected on the platform. Riff will provide a summary of the payment, including amount, processing fees, and status updates. You will have access to payment history.

All payments are subject to a two (2) day hold period before being accessible in your account, exclusive of any processing or hold periods imposed by other financial institutions. Riff reserves the right to increase the hold period at its discretion. We may block or hold payments for policy violations or compliance reasons, including tax reporting requirements or if your account is not in good standing.

Riff does not allow negative balances. We may impose limits on the amount and/or number of payments you can receive.

8. Fees

We reserve the right to impose fees and/or limitations regarding payments at any time. Fees and limits may change at our sole discretion. A payment processing fee is associated with each Invoice. You are responsible for any processing fees charged by Riff.

Our fees do not include any taxes, levies, duties, or similar governmental assessments. It is your responsibility to determine and remit any applicable taxes. Riff is not responsible for determining, collecting, or remitting taxes arising from any transaction.

Depending on your Payors’ locations, some banks may charge a foreign transaction fee. Riff does not control this charge.

9. Invalid Payment

If a payment fails (e.g., due to insufficient funds), Riff may recover the amount and any applicable fees from the Payor. Riff may engage in collection efforts to recover such amounts.

10. Refunds

Our policy is No Refunds, though exceptions may be granted at our sole discretion.

11. Additional Restrictions

In connection with your use of the Services, you must not:

  • Breach this Agreement or any Other Agreement with us.
  • Violate any law or regulation.
  • Provide false or misleading information.
  • Refuse to cooperate in an investigation.
  • Use the Services in a manner that results in complaints, disputes, or financial losses.
  • Facilitate any harmful computer programming routines.
  • Use an anonymizing proxy or automated devices to monitor our websites.
  • Interfere with our websites, software, or systems.
  • Take actions that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers or service providers;
  • Use the Services to test credit card behaviors, or make excessive or unexplainable transactions;
  • Circumvent any of Riff’s policies; or
  • Harass and/or threaten Riff employees, agents, or other users.

At all times, Riff reserves the right to terminate your access to, or limit your use of, the Services including but not limited to the "Riff Invoice” feature, for any reason, in Riff’s sole discretion.

Actions We May Take if You Engage in Any Restricted Activities. If we believe that you’ve engaged in any of these activities, we may terminate this Agreement, refuse to provide the Services to you in the future, limit your access to Riff’s Websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf, restrict your ability to send money or make bank transfers, or take legal action against you.

Agreement to Arbitrate. This Agreement shall be subject to the Binding Individual Arbitration section of Riff’s Terms of Service.