1. Company Overview

2. What is Payoup?

Payoup is a technology (SaaS) platform that provides commercial, operational and technology infrastructure through which digital services supplied by freelancers and other independent service providers are purchased by Payoup and subsequently resold to customers. Payoup acts as the principal seller and Merchant of Record in customer transactions.

Freelancers and other service providers define the services they are able to supply and propose the applicable pricing information through the Payoup platform. Payoup accepts the proposed price as the customer-facing retail price or may adjust it in accordance with its own commercial policies. Payoup purchases the underlying service from the relevant supplier at an agreed Supplier Price and resells the service to the customer as principal seller (Merchant of Record).

Each customer order therefore involves two separate commercial relationships: the customer purchases the service from Payoup, while Payoup separately purchases the underlying service from the relevant freelancer or service provider. Each customer order automatically and simultaneously triggers this purchase by Payoup from the supplier on a back-to-back basis, matching the customer sale; it does not require separate negotiation or prior stock. The freelancer or service provider acts as Payoup's supplier / subcontractor and is responsible to Payoup for producing and delivering the contracted service in accordance with the agreed scope, specifications and delivery requirements.

The freelancer or service provider is not a party to the customer sale. The customer sales contract is concluded with Payoup. Payoup manages the customer relationship, customer terms, invoicing, collection, refunds, customer support and customer disputes.

The Supplier Price is the amount contractually payable by Payoup to its supplier for the underlying service purchased by Payoup for resale. Payment of the Supplier Price represents the discharge of Payoup's own commercial purchase obligation. It is not a transfer, remittance or payout of customer funds belonging to the supplier.

How the Supplier Price is determined: The price a supplier enters when listing on the platform is the starting Retail Price. The Supplier Price payable to the supplier is calculated on the basis of the selling price the supplier sets on the platform, taking into account Payoup's applicable resale margin (5.9% + $0.50 per transaction, or 3.9% for Premium members) and the deductions applied under the relevant commercial terms. The exact Supplier Price is calculated and displayed transparently to the supplier in the dashboard before and after each sale.

Accordingly, the freelancer or service provider has a contractual claim against Payoup for the agreed Supplier Price. The freelancer or service provider does not have a contractual entitlement to the customer's payment made to Payoup and does not control or receive customer funds.

Whether the customer reaches the transaction through Payoup Global, a payment link, an online store, or Payoup Checkout integrated with a freelancer's or service provider's external website, the commercial structure remains unchanged: the customer purchases from Payoup.

PAYOUP is presented as the seller / merchant on the applicable customer documentation and payment descriptor. Payoup does not provide freelancers or service providers with customer-funds accounts, wallets or payment accounts for holding customer funds.

Payoup also provides SaaS tools supporting freelancers and service providers, including AI-powered online stores and e-commerce websites, invoicing, CRM and client management, order management, subscription management, revenue analytics, reporting and API/embed integration.

3. How It Works — Transaction Flow

4. Revenue Model

5. Platform Services & Tools

6. Payment Processing

7. User Base

8. Risk Management & Compliance

• KYC Verification: All freelancers and other service providers undergo identity verification before establishing the supplier relationship and before accessing supplier payment features.
• AML & Transaction Monitoring: Transactions are monitored through automated risk controls, transaction monitoring and suspicious activity detection mechanisms.
• Order & Transaction Risk: Payment transactions remain subject to the payment processor's fraud, risk, settlement and chargeback rules. Payoup separately monitors suppliers, orders and service-related risks through its own platform controls.
• Chargeback Management: As Merchant of Record, Payoup manages customer chargebacks and disputes in coordination with the payment processor. The relevant supplier may be required to provide information and evidence relating to the service supplied. Chargeback procedures and processor fees remain subject to the applicable payment processor terms.
• Prohibited Categories: Strict acceptance and usage policies apply to illegal, high-risk or regulated products and services.
• Continuous Monitoring: Suppliers, transactions, orders and customer complaints are continuously monitored through automated risk systems and internal support / compliance processes.
• Account Verification: Supplier payment details and bank account ownership are verified before Supplier Price payments are released.
• Risk-Based Measures: Additional verification, transaction restrictions, payment review or other risk mitigation measures may be applied to higher-risk transactions or suppliers. Any reserve or settlement restrictions imposed by the payment processor remain subject to the processor's own rules.
• Service Delivery Risk: Each supplier is responsible to Payoup for producing and delivering the contracted service in accordance with the agreed scope, specifications and delivery requirements.
• Customer Resolution: If a supplier fails to deliver the service, delivers it late, or materially fails to deliver it as agreed, Payoup manages the customer-facing resolution as Merchant of Record. Where appropriate, Payoup may provide a refund, arrange replacement or re-performance, or provide another appropriate customer resolution.
• Supplier Recourse: Where contractually permitted, Payoup may subsequently exercise its contractual rights against the relevant supplier, including adjusting the Supplier Price, restricting platform access or terminating the supplier relationship.

9. Merchant of Record Characteristics

Payoup operates a genuine principal purchase-and-resale Merchant of Record model. Payoup is the contractual seller to the customer and purchases the underlying service from the relevant freelancer or service provider for resale.

Key distinction: Payoup does not merely connect buyers and sellers or facilitate payments between them. Payoup purchases the underlying service from its suppliers and resells that service to customers as principal seller. The supplier's payment is therefore a commercial Supplier Price payable by Payoup under the supplier agreement, rather than a payout or transmission of customer funds.

10. API & Embed Integration (External Sites)

Freelancers and other service providers may connect their existing websites to Payoup Checkout. In this scenario, the provider's website operates as an external sales channel. The use of an external website does not change the underlying commercial relationship or Merchant of Record structure.

Key point: Using Payoup Checkout on a supplier's own website does not change the commercial structure. The supplier provides an external sales channel, while Payoup remains the seller of record, billing entity and Merchant of Record. The customer purchases from Payoup and the supplier has a separate contractual supplier relationship with Payoup.

11. Expected Transaction Volume

12. Contact