1. About these Terms
Service Partners supply professional services to Playto, Inc. under the Master Service Partner Agreement, which each Service Partner accepts during onboarding together with its Account Schedule. This page summarizes the main terms of that agreement. The accepted agreement, its schedules and the Supplier Service Order for each engagement control over this summary.
For Service Partners who accept the Master Service Partner Agreement, it replaces the Service Partner Terms previously published on this page for Supplier Service Orders accepted on or after their acceptance date. Rights and obligations under earlier Transactions are preserved (Section 2.5 of the agreement).
2. How the relationship works
For each Transaction, Playto sells the service to the Buyer as principal seller and Merchant of Record, and separately buys the corresponding service from the Service Partner under a Supplier Service Order. The relationship is principal to principal. Playto does not act as the Service Partner's agent, does not collect payment on its behalf, and there is no sale between the Service Partner and the Buyer (Section 3).
The Service Partner invoices Playto, never the Buyer, either with its own invoice or through self-billing where agreed (Sections 3.5 and 21). The Service Partner is not a sub-merchant, sponsored merchant or marketplace seller of Playto.
3. Supplier Price and Playto Markup
Playto sets the Resale Price at which it sells the service to the Buyer, and the Service Partner may propose one. Unless a Supplier Service Order states a different agreed amount, the Supplier Price is the Resale Price, excluding transaction taxes, less the Playto Markup. The Playto Markup is Playto's margin as the seller and is calculated at the rates in Playto's pricing schedule, as varied by any rates in the Service Partner's Account Schedule. The Supplier Price is fixed when the Buyer pays and is recorded in the Supplier Service Order. Playto's own discounts and promotions do not reduce it (Section 19).
Apart from the Playto Markup, the charges Playto may apply are listed in Section 19.6 and priced in the pricing schedule. They include a one-time account verification charge, a Reversal Handling Charge for each refund and each chargeback, and a recovery share on amounts recovered from a Buyer after a chargeback has been decided. An increase needs at least thirty calendar days' notice and the Service Partner's acceptance (Section 19.7).
4. Delivery and review
Service Partners perform and deliver through the agreed method and record each delivery. Valid Delivery requires the promised work to be actually supplied and accessible, with a delivery notice sent to the Buyer. Buyers have a seven-day Review Period after Valid Delivery. A Service Partner must never confirm work on a Buyer's behalf (Section 14).
5. Getting paid
Playto pays the Supplier Price for each stage in the first weekly supplier payment run, held each Monday or the next Business Day, on or after the latest of: the end of the Review Period; Buyer confirmation, or a documented Payment Approval without Buyer Response; and a valid supplier invoice or self-billed invoice. Undisputed amounts are paid no later than 180 calendar days after Valid Delivery.
New Service Partners, and accounts in the confirmation-required tier, are paid only after Buyer confirmation, or after a Payment Approval without Buyer Response given no earlier than fourteen calendar days after Valid Delivery (Section 23.2).
Payment is Playto's own obligation, paid from its own funds, and is not conditioned on Playto's payment providers settling funds to Playto (Sections 23 and 30). The Supplier Payment, Holdback & Set-Off Policy explains the details.
6. Holdbacks and set-off
Playto may defer payment of up to 100 percent of a Supplier Price where reasonably appropriate to protect against refunds, chargebacks, fraud or amounts owed. A Holdback ends no later than 180 calendar days after Valid Delivery, except that an amount equal to a specific refund request, chargeback, fraud investigation or claim opened before then may be held until it is resolved. A Holdback is not a fee and does not reduce the Supplier Price. Playto may set off amounts the Service Partner owes against amounts payable on any Supplier Service Order (Sections 25 and 29).
7. Refunds and chargebacks
Playto, as seller, decides and pays all Buyer refunds and responds to every chargeback. Because the Service Partner introduces the Buyer to Playto and controls the performance and the Buyer relationship, it bears every refund and chargeback on Transactions for its services in full, excluding transaction taxes, whatever the reason. This includes no-reason cancellations on a Buyer's first order and fraudulent or unauthorized payments. The Reversal Handling Charge also applies, and Playto keeps the Playto Markup. The Service Partner also reimburses any fine or assessment a payment provider or card network imposes on Playto, to the extent reasonably attributable to Transactions for its services or its conduct.
The Service Partner bears nothing for Playto's own errors, such as a duplicate charge, or for a chargeback whose liability shifts to the card issuer, and amounts are credited back when Playto wins a dispute (Sections 27 and 28).
8. Buyers pay only Playto
Service Partners must not request or accept payment from a Buyer for a Transaction, handle a Buyer's card or bank credentials, refund or promise a refund to a Buyer, or issue a conflicting invoice (Sections 22, 27.2 and 50).
9. Verification and compliance
Service Partners complete business, identity, ownership, tax and sanctions verification before activation and keep their information current. They supply only approved services to approved Buyer markets and comply with Playto's Acceptable Use & Restricted Businesses Policy and Restricted Jurisdictions Policy (Sections 5, 6, 31 to 33).
10. Governing law and disputes
Delaware law governs the agreement. After a good-faith escalation period, disputes are resolved by confidential, individual, binding arbitration seated in Wilmington, Delaware, administered by the American Arbitration Association, or by its International Centre for Dispute Resolution where the Service Partner is based outside the United States. Delaware courts are available for interim relief and to confirm awards (Sections 55 and 56).
11. Contact
To apply as a Service Partner or to request a copy of your accepted agreement, contact:
Playto, Inc.
8 The Green STE R
Dover, Delaware 19901
United States