DRAFT v0.1 — 19 August 2026 — prepared for review by qualified counsel; not yet in force.
Key points (summary only — not binding; the numbered clauses prevail)
- The Buyer pays the price of a Deal into the Vistason Settlement Account, an account Vistason operates with [PAYMENT SERVICES PROVIDER], a regulated payment services provider. Vistason holds the money as marketplace operator while the Seller performs and the Buyer inspects, then releases it to the Seller net of fees.
- Vistason is a marketplace operator. It is not a bank, a payment institution or an electronic money institution, it holds no financial licence, and it provides no regulated financial service. Clause 9.2 says what that means if Vistason itself were to fail; that question is open and counsel must settle it.
- The Buyer must pay the Settlement Amount in full within [7] days of Vistason issuing Payment Instructions. A payment that arrives short — usually because an intermediary bank deducted its charges in flight — stops the order until the Buyer sends the difference.
- The Seller's Shipping Window (up to 30 days) and the Buyer's Inspection Window (up to 10 days) are terms of the offer, negotiated per Deal. The shipping clock starts when Vistason authorises shipment, after the Buyer has approved the document set; the inspection clock starts on confirmed arrival.
- Silence is not acceptance. If the Inspection Window expires with no word from the Buyer, the funds are not released automatically — the order is queued for a decision by Vistason. Title passes to the Buyer when Vistason releases the funds to the Seller.
- The Buyer pays the Settlement Fee ([FEE %]); the Seller's Success Fee ([FEE %]) is deducted from the proceeds at release. Fees are in the Fee Schedule and are exclusive of VAT.
- Funds are returned only to the account they came from. Payouts are made only to an account in the Seller's own name; any change of payout details triggers a verification callback and a [48]-hour hold.
- Business-to-business only: consumer protection rules and withdrawal rights do not apply.
1. Introduction and scope
1.1 These Settlement and Payments Terms (the "Payment Terms") govern how the price of a Deal concluded on the Vistason Platform is paid, held, released and returned, and how Vistason's fees are collected. They form part of, and must be read with, the Vistason Terms of Service (the "Terms"), the Fee Schedule, the Dispute Resolution and Returns Policy, the Know Your Customer and Anti-Money-Laundering Policy (the "KYC/AML Policy"), the Export Control and Sanctions Policy and the Privacy Policy. Capitalised terms not defined here have the meaning given in the Terms.
1.2 The Platform is operated by PostReach AI Limited, a company incorporated in Hong Kong under company number 77341984, whose registered office is at Room 1805-06, 18th Floor, Hollywood Plaza, 610 Nathan Road, Kowloon, Hong Kong, trading as Vistason ("Vistason", "we"), contact legal@vistason.com.
1.3 These Payment Terms apply to every Seller and Buyer that concludes a Deal on the Platform and to their Authorised Users. By accepting an offer, awarding a tender, paying into the Settlement Account or registering payout details you agree to these Payment Terms.
1.4 The Platform is for businesses only. You confirm that you act in the course of your trade or business. Consumer protection legislation, including any right of withdrawal or cooling-off period, does not apply.
1.5 In case of conflict the order of precedence is: (a) these Payment Terms; (b) the Dispute Resolution and Returns Policy; (c) the Fee Schedule; (d) the Terms.
2. Roles of the parties
2.1 Vistason. Vistason operates the Platform and facilitates an advance trade payment between the Buyer and the Seller. It receives the price of the Deal into the Settlement Account (clause 3.1), holds it as marketplace operator while the Seller performs and the Buyer inspects, and then releases it to the Seller net of fees or returns it to the Buyer, in each case in accordance with these Payment Terms and the Dispute Resolution and Returns Policy. Vistason does not take title to material sold on the Platform.
2.2 What Vistason is not. Vistason is not a bank, a payment institution, an electronic money institution, a trustee or a fiduciary, and is neither licensed nor supervised as any of them. It provides no regulated financial service, takes no deposits, carries on no money-remittance business, and gives no financial, tax or investment advice. It does not receive the money as agent for either party: it receives it as the operator of the marketplace on which the Deal was struck, for that Deal alone. [Drafting note: the characterisation in this clause, and its consequence in clause 9.2, is the most important open question in this document. Counsel is asked to confirm, for each jurisdiction in which Vistason accepts funds, whether receiving the purchase price in this way is a regulated activity, and whether a commercial-agent or marketplace-collection exclusion is available.]
2.3 [PAYMENT SERVICES PROVIDER]. The Settlement Account is held with [PAYMENT SERVICES PROVIDER], a [PAYMENT INSTITUTION / ELECTRONIC MONEY INSTITUTION / BANK] authorised and supervised by [REGULATOR] in [JURISDICTION] under licence number [NUMBER] (the "Provider"). The Provider executes payments into and out of the Settlement Account and any foreign-exchange conversion, and applies its own compliance, sanctions and anti-money-laundering controls; under its regulatory obligations it may refuse, delay, return, freeze or report a payment. Vistason instructs the Provider. You have no contract with the Provider under these Payment Terms and no right to instruct it. Vistason may replace the Provider on notice with another regulated institution.
2.4 Buyer and Seller. The sale contract is between the Seller and the Buyer only. Neither the payment arrangement in these Payment Terms nor Vistason's part in it makes Vistason or the Provider a party to that contract, a guarantor of either party's performance, an insurer of the Deal or an agent of either party. Vistason does not guarantee that the Seller will ship, that the material will conform to its description, or that the Buyer will pay.
3. The Settlement Account
3.1 The account. Vistason operates one or more bank accounts with the Provider into which the price of every Deal is paid (each, the "Settlement Account"). There is no separate bank account for each Deal. Every Deal instead carries a unique payment reference, and Vistason records each amount received, held, released, returned and deducted against that reference in the Platform's settlement ledger, which each party can see in the Deal room for its own Deals. Vistason holds the funds for the Deal to which the reference relates and for no other purpose: they are the Buyer's until they are released and the Seller's once released, subject to clause 9.2. Vistason does not use settlement funds as working capital, does not lend or pledge them, and does not apply them to any other Deal or to its own liabilities, save for the deductions these Payment Terms expressly allow. [Drafting note: this undertaking is what stands in place of the third-party holding arrangement in the previous draft. Counsel is asked to advise whether it should be supported by a separate designated account, a declaration of trust or an equivalent arrangement — see clause 9.2 — and the founder must confirm that the accounting and operational controls exist to honour it.]
3.2 Payment Instructions. The beneficiary name, account details, currency, amount and unique payment reference for a Deal (the "Payment Instructions") are displayed only inside the Deal room and are never sent by email, chat or telephone. Vistason will never ask you to pay to any other account. Treat any communication suggesting different details as fraudulent and report it to [payments@vistason.com] before paying. Vistason is not liable for payments sent to any account other than the one shown in the Deal room.
3.3 The payment reference. Because every Deal is paid into the same account, the payment reference in the transfer memo field is what identifies your payment. A transfer that arrives without it cannot be matched to your order, and the order does not progress until it is matched. Copy it exactly as shown.
3.4 Settlement Amount. The amount payable into the Settlement Account (the "Settlement Amount") is the purchase price agreed in the Deal, plus any amounts the parties agree to settle through the Platform (for example freight arranged through a forwarder introduced by the Platform, crating, dangerous-goods handling, or taxes and duties the Seller pays on the Buyer's behalf), plus the Settlement Fee under clause 7.1 where the Buyer bears it and the Deal summary shows it as payable with the price. The figure is shown in the Deal summary before acceptance or award and again in the Payment Instructions.
3.5 Payment methods and charge option. Funds must be sent by bank transfer (SWIFT, SEPA, ACH, Fedwire or another method the Provider supports). Card payments are accepted only where the Platform expressly offers them. Cash, cheques, cryptocurrency and third-party payments are not accepted. The payment must originate from an account in the legal name of the Buyer entity registered on the Platform; other payments may be rejected and returned at the Buyer's cost. The Buyer must instruct its bank under the "OUR" charge option so that the full Settlement Amount is credited: charges deducted by an intermediary bank in flight leave the payment short and delay the Deal under clause 4.4.
3.6 Funds secured. Funds are treated as received only when Vistason confirms cleared funds for the full Settlement Amount in the Settlement Account. Vistason confirms receipt by hand, normally within [1] business day of the funds landing. The Deal room then shows "Funds secured", both parties are notified, and the unredacted document set is released to the Buyer under clause 6.2. Cleared funds do not by themselves start the Seller's Shipping Window; clause 6.3 says what does.
3.7 Interest. No interest is payable to the Buyer or the Seller on funds held in the Settlement Account. [Drafting note: interest, if any, now accrues in an account Vistason operates rather than at a third party. Counsel to confirm whether Vistason may retain it and whether retaining it affects clauses 2.2 and 9.2.]
3.8 What may be paid out. Payments are made out of the Settlement Account only to the Seller by release, to the Buyer by return, to Vistason by deduction of the fees these Payment Terms allow, and to the Provider or a bank for their charges — unless the law, a court or arbitral order, or a joint written instruction of Buyer and Seller requires otherwise.
4. Payment deadline, non-payment and short payments
4.1 Funding Deadline. The Buyer must ensure that cleared funds for the full Settlement Amount reach the Settlement Account within [7] calendar days after Vistason issues the Payment Instructions (the "Funding Deadline"), unless both parties expressly agree a different period in the Deal room. Payment Instructions are issued only once Vistason has approved the order and the paperwork required under clause 6.1 is complete, so the Funding Deadline does not run while the order is waiting on Vistason or on the Seller. The Buyer must allow for bank processing times; Platform reminders are a courtesy and do not extend the deadline.
4.2 If the Deal is not paid. If the Settlement Amount has not been received in full by the Funding Deadline, the Seller may ask Vistason in the Deal room to allow more time or to end the Deal, and Vistason will cancel the Deal on the Seller's request unless the parties agree an extension. If neither party has acted within [3] business days after the Funding Deadline, Vistason may cancel the Deal of its own motion and will notify both parties. Cancellation returns the units to the Seller's inventory. Funds arriving after the deadline but before cancellation are accepted.
4.3 Consequences for the Buyer. An accepted offer or an awarded tender is binding under the Terms; failure to pay is a breach. Without prejudice to the Seller's remedies under the sale contract, Vistason may record a payment default on the Buyer's account; require pre-payment or a deposit for future Deals; charge the cancellation or administration fee in the Fee Schedule; suspend the Buyer's ability to make offers or bid; and, for repeated or bad-faith defaults, terminate the account under the Terms and the Acceptable Use Policy.
4.4 A payment that arrives short. If less than the Settlement Amount arrives, the Deal is not funded. The order moves to a balance-due state, both parties are told the exact difference outstanding, and the Buyer must send that difference to the same account with the same payment reference. Nothing else moves in the meantime: the document set is not unredacted, shipment is not authorised, and neither clock starts. Amounts already received are held against the Deal and count towards the Settlement Amount. If the difference is not received by the Funding Deadline (or any extension agreed), the Seller may ask Vistason to end the Deal, and the amounts received are returned to the originating account net of the Provider's and banks' charges; or, for multi-unit Deals, the Seller may agree in the Deal room to reduce the quantity to match the funds received. As a further alternative the Seller may agree that the order proceeds with the shortfall absorbed, in which case the amount released to the Seller at the end of the Deal is the amount actually received, not the Settlement Amount. A shortfall is never absorbed without the Seller's agreement.
4.5 Over-payment. Amounts received above the Settlement Amount are returned net of charges unless both parties agree in the Deal room to apply them to another open Deal between them.
5. Currencies and foreign exchange
5.1 Deal Currency. The default currency is United States dollars (USD). A Seller may list in any other currency enabled by the Platform [USD / EUR / GBP / OTHER]. The currency of the listing, offer or tender is the currency of the Deal and of the Settlement Amount (the "Deal Currency"). Where the Platform holds a Settlement Account in the Deal Currency, the Payment Instructions show that account.
5.2 Conversion. A Buyer may pay in another currency only where the Provider supports it. The Provider converts at the exchange rate, and subject to the margin, disclosed in the Deal room before payment. Vistason does not set the rate and receives no part of the margin unless stated in the Fee Schedule.
5.3 Exchange-rate risk. Incoming funds are converted at the rate applicable on receipt; any resulting shortfall is treated under clause 4.4. A return made in another currency is converted at the rate applicable at the time of the return and the Buyer bears the difference, unless the return results from the Seller's breach, in which case Vistason may deduct the documented conversion loss from amounts otherwise payable to the Seller.
5.4 Payout currency and bank charges. The Seller is paid in the Deal Currency; if it asks to be paid in another currency, the Provider converts at its disclosed rate at the Seller's cost. Each party bears its own bank's charges. Intermediary bank charges on incoming payments are for the paying party, which must instruct its bank accordingly (clause 3.5) so that the full Settlement Amount is credited.
6. From acceptance to release
6.1 Vistason's review. An accepted offer or an awarded tender creates an order in the Deal room. Vistason reviews every order before it proceeds and may decline it, or ask for further information, under the Terms, the KYC/AML Policy and the Export Control and Sanctions Policy. Once Vistason has approved it, the order waits for the KYC documents and the signatures required from both companies; Payment Instructions are issued only when those are complete. An order declined at review is ended and the units return to the Seller's inventory; no money will have been paid.
6.2 Document approval. When the funds are secured, the document set for the Deal — release certificates (FAA 8130-3 or EASA Form 1), back-to-birth records for life-limited parts, non-incident statements, removal tags and shop reports, as applicable — is released to the Buyer without the redactions applied before purchase. The Buyer reviews it and either approves it or raises a dispute under the Dispute Resolution and Returns Policy. Nothing ships until the Buyer has approved the document set. Approval of the documents is not acceptance of the material: it neither shortens nor waives the Inspection Window.
6.3 Authorisation to ship, and the Shipping Window. When the Buyer has approved the document set, Vistason authorises shipment, and the Seller's shipping period (the "Shipping Window") starts at that moment. The Shipping Window is a term of the offer, not a period fixed by the Platform: the Buyer proposes the number of days the Seller has to dispatch, the Seller accepts it together with the price, either side may move it in a counter-offer, and the number agreed is frozen on the order at acceptance. It may not exceed 30 days. It does not start when the funds arrive, so that the Seller is not on the clock while the Buyer is still reviewing paperwork it could not fully see before purchase. Vistason warns the Seller before the window closes and flags the order to both parties if it is missed, and may extend the window on request, recording the reason. A tender award carries no negotiated windows: the Platform's default periods apply and Vistason agrees the windows with the parties at review.
6.4 Dispatch and transit. The Seller records the carrier, the air waybill or bill of lading and the dispatch date in the Deal room and uploads the shipping evidence (or, for EXW and FCA Deals, proof of handover to the Buyer's forwarder or carrier). Vistason checks the tracking details before the Buyer is notified that the material is in transit.
6.5 Arrival and the Inspection Window. The Buyer confirms arrival of the material in the Deal room, and its inspection period (the "Inspection Window") starts on that confirmed arrival, not on dispatch. Like the Shipping Window it is a term of the offer, proposed by the Buyer and accepted by the Seller, and it may not exceed 10 days. It is a receiving inspection — incoming inspection, test and documentation review — and not a trial or approval period.
6.6 Release. Vistason releases the Settlement Amount to the Seller, less the Success Fee and any other deduction these Payment Terms allow, when the Buyer accepts the delivery in the Deal room. If the Inspection Window expires without the Buyer accepting, disputing or otherwise responding, the funds are not released automatically: the order is queued for a decision by Vistason, both parties are told, and a person at Vistason reviews the order before any payment is made. Silence from a Buyer is not consent, and a payment out cannot be recalled. Release is normally executed within [2] business days of acceptance or of Vistason's decision, subject to the Provider's compliance checks and bank processing times; Vistason is not responsible for delays caused by the Provider or by banks.
6.7 Disputes. If the Buyer raises a dispute at any time before release, everything freezes: the funds stay in the Settlement Account and both clocks stop, and no release or return is made until the dispute is resolved under the Dispute Resolution and Returns Policy. Vistason then gives effect to the outcome by releasing the funds to the Seller, returning them to the Buyer, or releasing them subject to a price adjustment agreed between the parties or determined under that Policy, and records the adjustment in the settlement ledger. Neither party may instruct the Provider directly.
6.8 One Deal, one settlement. A Deal is settled as a whole. Where a Deal is delivered in more than one shipment, or the Buyer accepts part of the quantity, the funds for the whole Deal remain in the Settlement Account until the Deal is accepted or resolved; the Platform does not make part-payments against part-delivery. Parties who need to be paid shipment by shipment should conclude a separate Deal for each shipment.
6.9 Return before release. Vistason returns the Settlement Amount to the Buyer where the Seller fails to dispatch within the Shipping Window and the Buyer asks for the Deal to be ended; where the parties jointly end the Deal before dispatch; where a dispute is resolved in favour of a return; or where Vistason ends the Deal under the Export Control and Sanctions Policy or the KYC/AML Policy. Where the material has already shipped, Vistason will not return the funds until it is satisfied that custody of the material has been settled between the parties — normally, that it is physically back with the Seller. Treatment of the Settlement Fee where a Deal ends is in the Fee Schedule; where the Deal ends because the Seller failed to perform, Vistason may recover the Settlement Fee and the Provider's and banks' charges from the Seller.
6.10 Title and risk. Title to the material passes to the Buyer when Vistason releases the settlement funds to the Seller. Risk passes under the applicable Incoterms rule (EXW at the Seller's location unless the Deal states otherwise), so the Buyer may bear risk in material to which it does not yet hold title and should insure accordingly. [Drafting note: the moment of title passage is a substantive choice, not a drafting one. The previous draft tied it to a release executed by a third-party holder, which no longer exists, so the trigger had to be re-drawn. Counsel must confirm that release by Vistason is the right trigger; that it is effective under the law of the Seller's jurisdiction and against the Seller's creditors; how it operates where the Seller's own supplier retains title; and how the gap between risk (EXW, at dispatch) and title (at release, after inspection) is to be handled. This clause must be aligned word for word with the corresponding clause in the Terms of Service.]
7. Fees
7.1 Settlement Fee. The Buyer pays a settlement fee of [FEE %] of the purchase price (minimum [AMOUNT]) (the "Settlement Fee"), unless the Deal terms state that it is borne by the Seller or shared. It is due when the Deal is paid and is non-refundable once the funds are secured, except as stated in clause 6.9 and the Fee Schedule. Whether it is payable together with the price into the Settlement Account or invoiced separately is shown in the Deal summary before acceptance or award.
7.2 Success Fee. The Seller pays a success fee of [FEE %] of the purchase price (indicative ranges in the Fee Schedule: [5–8%] single units, [3–5%] packages and tenders) (the "Success Fee"). It becomes due on release and is deducted from the proceeds before payout. The Seller irrevocably authorises Vistason to deduct the Success Fee (plus applicable VAT) from the amount released and to retain it. Where the net proceeds are insufficient (for example after a price adjustment), Vistason invoices the balance, payable within [14] days.
7.3 Other charges. The Provider's and banks' charges for incoming payments, payouts, foreign exchange and returned or re-issued payments are borne by the party that caused them or, where not attributable, as stated in the Fee Schedule, which also sets cancellation and administration fees.
7.4 Invoices and VAT. Vistason issues electronic invoices to the Seller for the Success Fee and to the Buyer for the Settlement Fee. Fees are exclusive of VAT, GST, sales tax or similar taxes, which are added where applicable. Where the reverse-charge mechanism applies to business customers established outside [COUNTRY], no VAT is charged and the customer accounts for it locally, provided a valid VAT or tax identification number is held in its account. If withholding tax applies to amounts payable to Vistason, the paying party must gross up. Vistason's fees are charged for Platform services only.
7.5 Sale invoice. The Seller remains responsible for issuing its own commercial invoice to the Buyer for the material and for the VAT, sales tax, customs and excise treatment of the sale and any export or import declarations. The way the price is paid under these Payment Terms does not change the tax treatment of the sale, and Vistason gives no tax advice.
7.6 Changes to fees. Vistason may change the Fee Schedule on at least [30] days' notice; changes apply only to Deals created after the effective date.
8. Returns of funds and set-off
8.1 Return before dispatch. Where a Deal is ended before dispatch under clause 4.2, 4.4 or 6.9, the amount held is returned to the Buyer's originating account, subject to the Settlement Fee treatment in the Fee Schedule and to the Provider's and banks' charges.
8.2 Return following a dispute. Where a dispute is resolved under the Dispute Resolution and Returns Policy, Vistason gives effect to the outcome as set out in clause 6.7. Where a return is conditional on the material going back to the Seller, the funds remain in the Settlement Account until the Seller confirms receipt of the returned material in the Deal room, or [5] business days have passed since the carrier's proof of delivery of the return without objection from the Seller, whichever is earlier. Return logistics and cost allocation are set out in that Policy.
8.3 Same-account rule. Funds are returned only to the bank account from which they were received. If that account is closed, the Buyer must provide a replacement account in its own legal name with evidence acceptable to Vistason, and the return may be delayed while it is verified.
8.4 Charges on returns. Returns are net of the Provider's and banks' charges and any foreign-exchange difference, unless the return results from the Seller's breach, in which case Vistason may deduct those charges from amounts otherwise payable to the Seller or invoice them to the Seller.
8.5 After release, and set-off. Once funds are released, any refund, price reduction or compensation the Seller owes the Buyer (including under a dispute decision reached within the Inspection Window but after release) is a direct obligation of the Seller. Vistason may facilitate that payment through the Platform, may on notice deduct from any release due to the Seller amounts the Seller owes to Vistason or to a Buyer under these Payment Terms, the Terms or the Fee Schedule (including unpaid fees, reversal losses and returned-payment charges), and may record non-payment as a breach of the Terms.
9. Reversals and insolvency
9.1 Payment reversals. Bank transfers are not normally reversible. If a payment into the Settlement Account is nonetheless recalled or reversed (for example because the sending bank treats it as fraudulent or erroneous) after the funds have been released, the Seller must repay the amount on demand and Vistason may set it off under clause 8.5. A Buyer that initiates a recall without proper cause is in breach and must indemnify Vistason and the Seller for the resulting loss and costs.
9.2 Insolvency of Vistason — an open question. Under the arrangement described in the previous draft of this document the money sat with a regulated third party and Vistason's own solvency was irrelevant to it. That is no longer the case, and these Payment Terms do not pretend otherwise. Settlement funds are held in an account that Vistason operates, and between payment and release or return they are in Vistason's hands. Clause 3.1 contains Vistason's undertaking not to treat them as its own. That undertaking is a contractual promise; whether it also gives a Buyer or a Seller a proprietary claim to the money if Vistason itself became insolvent depends on how the arrangement is characterised in law, and these Payment Terms do not decide that question. As drafted, and in the absence of a trust or an equivalent arrangement, a party whose funds were in the Settlement Account at that moment would rank as an unsecured creditor of Vistason for them. [Drafting note: this is the central unresolved question in this document and it must be answered before these terms are used, not after. Counsel is asked to advise on (a) whether Vistason may lawfully receive these funds at all in each jurisdiction in which it operates, or whether the activity requires authorisation; (b) whether the funds should be held in a designated account under a declaration of trust or an equivalent statutory arrangement, and what that costs operationally; (c) what the parties must be told about their exposure to Vistason's credit, and how prominently — a summary bullet and this clause may not be enough; and (d) whether the liability ceiling in clause 13.2 is defensible now that Vistason holds the money, on which see the carve-out in clause 13.3.]
9.3 Insolvency of the Provider. The Settlement Account is held with the Provider. If the Provider fails, the protection available to the funds in that account is whatever its regulatory regime affords accounts of that kind. Vistason does not guarantee the Provider's solvency or performance, but will co-operate with you and with any insolvency officer in recovering funds attributable to your Deal. [Drafting note: counsel to confirm whether the Settlement Account is protected as safeguarded customer money at the Provider's level and, if so, in whose favour that protection runs.]
9.4 Insolvency of a Buyer or Seller. If a Buyer or Seller becomes subject to insolvency, administration, liquidation or similar proceedings, Vistason may suspend release or return for the affected Deals until it receives instructions from the appointed officer or from a competent court. Funds are the Buyer's until release and the Seller's after release, subject to clause 9.2.
10. KYC, AML and sanctions requirements
10.1 Verification before money moves. Before Payment Instructions are issued, and before any payout is made, each Buyer and Seller must have completed Vistason's verification under the KYC/AML Policy, which may include verification of the entity, its directors and ultimate beneficial owners, proof of bank account ownership and sanctions screening. Funds are not accepted from, or paid to, a party that has not completed it.
10.2 The Provider's powers. Under its own regulatory obligations the Provider may refuse, delay or return a payment, freeze funds, request further information or report a transaction to the authorities, in some cases without giving reasons. Vistason is not liable for the resulting delay or loss.
10.3 Source and route of funds. Funds must be the Buyer's own funds, sent from an account in its own legal name. Third-party payments (including from affiliates, shareholders or financiers) are not accepted unless approved in writing in advance by Vistason with supporting evidence. Payments split across several accounts or transfers without prior approval are a red flag under the KYC/AML Policy.
10.4 Sanctions and export-control holds. Where Vistason or the Provider identifies a potential sanctions match, a restricted destination or an export-control concern, the funds are held pending resolution under the Export Control and Sanctions Policy. Where the law requires funds to be blocked, neither Vistason nor the Provider may be able to release or return them, and neither is liable for the consequences.
11. Payout details and bank-detail change controls
11.1 Registration. Before its first release the Seller must register its payout account in the Hangar: account holder name (matching the Seller's registered legal name), bank name and address, account number or IBAN, SWIFT/BIC and currency. Vistason verifies the account (for example by micro-deposit or bank statement) before any payout.
11.2 Same-name rule. Payouts are made only to an account in the Seller's own legal name. Payments to directors, employees, agents, factoring companies or group companies are not made unless Vistason has approved an exception in advance on documentary evidence (for example a group treasury arrangement or a notified assignment of receivables).
11.3 Change controls. Payout details may be changed only by an Authorised User with the Admin role; Vistason recommends that role enable two-factor authentication where the Platform offers it, and will make it a condition of a payout change once the Platform provides it. On any change request: (a) all Admin users of the Seller are notified immediately by email and in the Platform; (b) Vistason performs a verification callback to a telephone number already on file (never one supplied in the change request); and (c) a [48]-hour hold applies during which no payout is made to the new account. If the change cannot be verified, the previous details remain in force and pending payouts are held.
11.4 Payment diversion warning. Vistason never asks by email, chat or telephone for payout details or Payment Instructions to be changed. Any such request is fraudulent and must be reported immediately to [payments@vistason.com]. You are responsible for keeping credentials secure, for enabling two-factor authentication for Admin and Approver users where the Platform offers it, and for any change made using your credentials. Vistason may suspend payment, release or payout while it investigates suspected fraud.
11.5 Failed payouts and statements. If a payout fails because the registered details are incorrect or the receiving bank rejects it, the funds return to the Settlement Account, the Seller must correct the details, and the Seller bears the charges. For each release the Hangar shows the gross amount, the Success Fee and VAT deducted, other deductions, the net amount paid and the Deal reference.
12. Records
12.1 The Deal room records every payment received, hold, release, return and fee deduction for the Deal. You must notify Vistason of any suspected error within [30] days of the relevant entry.
12.2 Vistason retains transaction records for [10] years and KYC records for [5] years after the relationship ends, as described in the Privacy Policy. The Platform's settlement ledger and the Provider's statements for the Settlement Account together form the record of what was received and what was paid. Where the two conflict, the Provider's statements prevail as to the amount, date and origin of a payment unless shown to be wrong.
13. Liability allocation
13.1 Scope of Vistason's role. Vistason is responsible for holding the settlement funds for a Deal and for releasing or returning them in accordance with these Payment Terms and the Dispute Resolution and Returns Policy. Provided it acts in good faith and in accordance with them, Vistason is not liable to the Buyer or the Seller for the commercial consequences of a release, a hold or a return, nor for loss caused by the Provider, by any bank, by exchange-rate movements or by delays in the banking system.
13.2 Cap and exclusions. Subject to clauses 13.3 and 13.6, Vistason's total liability in connection with the payment of any Deal is limited to the fees Vistason received for that Deal, and Vistason is not liable for loss of profit, loss of business, loss of use of funds or indirect or consequential loss, as further set out in the Terms.
13.3 The cap does not apply to the funds themselves. The limit in clause 13.2 does not apply to Vistason's obligation to release the settlement funds to the Seller, or to return them to the Buyer, in accordance with these Payment Terms. To that extent Vistason remains liable for the amount held. [Drafting note: a cap set at the fee level was tenable while Vistason never held the money. It is not tenable now, and this carve-out is the minimum. Counsel to confirm its wording and its interaction with the liability cap in the Terms of Service.]
13.4 User indemnity. Each Buyer and Seller indemnifies Vistason against losses, costs and claims arising from that party's fraud, from payments sent to the wrong account because that party failed to verify the details in the Deal room, from failure to complete KYC, from recalls or reversals it initiated, and from incorrect payout details it supplied.
13.5 The Provider. You have no contract with the Provider under these Payment Terms and no direct claim against it. Vistason does not assume responsibility for the Provider's own obligations to Vistason. Because you have no route of your own against the Provider, an act or omission of the Provider does not by itself discharge Vistason's obligation under clause 13.3 to release or return the funds. [Drafting note: under the previous arrangement each party contracted with the third-party holder and could pursue it directly. That route no longer exists, so either Vistason stands behind the Provider as drafted here, or the parties must be told plainly that they carry the Provider's credit risk. This draft takes the first option because the second would remove a protection the parties previously had; counsel and the founder should decide deliberately.]
13.6 Mandatory law. Nothing in these Payment Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud or wilful misconduct.
14. Changes, governing law and contact
14.1 Vistason may amend these Payment Terms on at least [30] days' notice through the Platform or by email. Amendments apply to Deals created after the effective date; Deals in progress continue under the version in force when they were created, unless the amendment is required by law or by the Provider's regulatory obligations.
14.2 These Payment Terms are governed by the law of [SPAIN] and the courts of [MADRID] have exclusive jurisdiction, as provided in the Terms, without prejudice to the Dispute Resolution and Returns Policy and any arbitration clause in the Terms.
14.3 Questions about these Payment Terms: legal@vistason.com. Operational payment questions: [payments@vistason.com].