- General information
- Terms and Definitions
- The Services
- Prohibited use, Restrictions
- Representations and Warranties
- Your Whitepay Account ("Account")
- Collecting Virtual Currency on your behalf
- Payment Exceptions
- Unsupported Payments/Declined Transactions
- Operations/Transactions Status
- Taxes. Financial reporting
- Termination and Suspension
- Changes to Terms, Fees, Services and Products
- Your Use of Third-Party Services
- Advertising and Marketing
- AML/CTF requirements
- Warranty Disclaimer
- Acknowledgement of Risk
- Limitation of Liability
- Indemnification and Set-Off
- Independent Contractors
- Legal Proceedings
- Force Majeure
- Amendments and Waivers
Terms and Conditions
These Payment Processing Terms and Conditions ("Terms") constitute an agreement between you (hereinafter "you", "User") and Whitepay Solutions Limited, Company No. 2068058, registration address: Intershore Chambers, P.O. Box 4342, Road Town, Tortola, The British Virgin Islands, ("Whitepay", "Us", "We", or "Our") that applies to the User's use of Whitepay Website, Whitepay Software and other Products and Services (collectively, "Products", "Software" and/or "Services"), any and all other Services, Products, Content and Materials provided by Whitepay.
The purpose of these Terms is to allow the User to accept cryptocurrency payments for User’s goods and/or services from their customers, clients, and purchasers ("Customers") by using Our Products, Software and Services and to request authorization for such Transactions.
By using Whitepay website https://whitepay.com ("Website"), clicking the confirm checkbox while registering for a Whitepay Account ("Account") or using any other Services provided by Whitepay, you provide Us with full and explicit consent to accept and comply with these Terms as stated below. The User must read the entire Terms carefully before using this Website and any of Our Services.
By starting the usage of the Website and/or registering Account, the User expressly represents and warrants that the User has fully accepted these Terms, is at least 18 years of age (for individuals), has the full legal capacity to enter the agreement herein and to use the Services, and that the laws of the country of the User’s origin, residence and/or location do not prohibit the use of Our Services. It is the User’s responsibility to follow the rules and regulations of his country of residence or from which he enters and uses the Website and/or Our Services.
As long as you agree to and comply with these Terms, Whitepay grants non-exclusive, non-transferable, non-sublicensable, and limited right to access and use the Website and Our Services.
IF YOU DO NOT ACCEPT THE TERMS OUTLINED HEREINAFTER, FULLY OR IN ANY PART, NOT ACCESS Our WEBSITE AND DO NOT USE Our SERVICES.
Terms and Definitions
In addition to the other terms defined elsewhere in these Terms, the following terms and definitions shall have the meanings ascribed to them below:
- User means you - a person (individual or legal entity) who has accepted these Terms for the purposes to use Our Services.
- Whitepay Account, or Account means a virtual interface within the Whitepay System, available for User after successful registration and verification process through login on the Website in order to access Our Services. The full functionality of the Account will be available to you after passing the verification procedure, as indicated in Section 5 of these Terms.
- Whitepay means Whitepay Solutions Limited, Company No. 2068058.
- Services mean all services and any service provided by Whitepay, as set forth in the Section 2 of these Terms.
- Customers mean all your customers, clients, purchasers - natural persons or legal entities having a monetary obligation towards you in relation to the purchase of your goods and/or services and intending discharge of such obligation by paying in a Virtual Currency.
- Website means Our website https://whitepay.com including all its sub-domains.
- Transaction means a transaction of Virtual Currency entered into (and/or executed, completed, closed, etc.) through your usage of Our Services, and the technical capability of which We provide through the provision of Our Services.
- Virtual Currency (also known as cryptocurrency, virtual currency, digital currency) means a digital representation of value that can be digitally traded, or transferred, and can be used for payment or investment purposes. Virtual Currency do not include digital representations of fiat currencies, securities and other corresponding financial assets.
- Wallet means wallet address with associated public and private keys to record your ownership of Virtual Currency.
- Balance means the amount of Virtual Currency in your Wallet.
- Other Wallets mean addresses from which you receive Virtual Currency or to which you send Virtual Currency.
- KYC/KYB means Know Your Customer/Know Your Business procedures, executed for the purposes and by means as specified herein.
- 2FA means two-factor authentication.
- OFAC means the U.S. Department of Treasury's Office of Foreign Assets Control.
- Credentials mean your email, password and other login details, by means of which you can access to and verify your identity on your Account.
- Fees mean the fees We will charge you for the provision of the Services, the details of which are set out in these Terms.
- Invoice means a payment request created by you in order to accept a Virtual Currency payment, using Our Products and Services, based on the amount you want to collect.
- Unsupported Payments mean payments in Virtual Currency that We do not support or process.
- Materials mean Our Software, Products and Services, the underlying software and technology used to provide the Services, Our Website and all content, code, materials, graphics, images, User interfaces and scope of functionality, as well as other material on Our Website.
- Dispute means all claims, disputes or disagreements of any nature whatsoever arising from or relating to these Terms, Our Services or Us.
- Applicable Law means the laws of England and Wales.
- AML/CTF means acronym of anti-money laundering and counter-terrorism financing laws and regulation.
- Business day means any day except any Saturday, any Sunday, or any day which is a legal holiday or any day on which banking institutions are authorized or required by law or other governmental action to close.
The headings (of articles/sections) of these Terms are for convenience only and shall not in any way affect the meaning or interpretation of these Terms.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include (shall imply) a reference to the other genders.
Where the words include(s), including or in particular are used in these Terms, they are deemed to have the words "without limitation" following them.
Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.
Subject to these Terms, We will make the Services available for your use through Our Website and through the use of Our Products, Software or other Services. Modifications and enhancements of, and additions to the Services will be considered a part of the Services and will be subject to these Terms.
Whitepay is a blockchain/cryptocurrency payment processor that enables you to accept cryptocurrencies as a payment method in exchange for goods or services you sell to your customers (hereinafter the "Customers").
Whitepay is neither a cryptocurrency exchange, nor a provider of cryptocurrency custody as part of the Services. The Services are only available to businesses that sell products or services and/or registered charitable organizations that accept donations.
By using the Services, you authorize Whitepay to take any and all actions that We think are necessary or desirable to provide the Services and to comply with applicable laws and regulations.
The Services may include provision of software functionality, which enables to send, receive and perform other transactions (collectively, "Transactions") using bitcoin and other similar cryptocurrencies, as well as stablecoins which We choose in Our sole discretion to support from time to time ("Virtual Currency") and the wallet address, which will be provided to you by Our third party liquidity provider, with associated public and private keys to record your ownership of Virtual Currency (your "Wallet") and the number of Virtual Currency in your Wallet (your "Balance"). Other addresses from which you receive Virtual Currency or to which you send Virtual Currency will be referred to as "Other Wallets".
While using Whitepay Website or the Services, you may separately be offered additional services, products or promotions by third parties. If you decide to use any of these third-party services, you do so at your own risk and are solely responsible for reviewing, understanding and complying with the associated terms and conditions. We expressly disclaim any liability for third-party services and are not responsible for the performance of third-party services or products.
Prohibited use, Restrictions
In connection with your use of the Services, you agree you will not engage in the following Prohibited Uses. This list is non-exhaustive, and We reserve the right to modify it at any time. It is within Our sole discretion to determine whether an activity falls into one of these categories. If you are uncertain whether your use of the Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact Us at firstname.lastname@example.org.
Unlawful Activity: Actions which violate, or would assist in violation of, any law, statute, ordinance, or regulation, applicable sanctions programs including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC") or which would involve proceeds of any unlawful activity; an activity which would publish, distribute or disseminate any unlawful material or information.
Abusive Activity: Actions which impose an unreasonable or disproportionately large load on Our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to Our computer systems, networks or sites that contain viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to Our computer systems, networks or sites or Our other Users’ Accounts, computer systems or networks connected to us, through any other means; interfere with another individual's or entity's access to or use of the Services; use information of another party to access or use Our computer systems, networks or sites, except in the case of specific Users which are specifically authorized by a User to access such user's account and information; transfer your Account access or rights to your Account to a third party, unless by operation of law or with the express written permission of Whitepay; or harvest or otherwise collect information from Our computer systems, networks or sites about others, including without limitation email addresses, without proper consent.
Abusive Actions Against Others: Actions which defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hateful or violent acts against others.
Fraud: Actions which operate to defraud Us, Our users, or any other person; provide any false, inaccurate, or misleading information to Us.
Intellectual property infringement: Transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights' holder; use of any Whitepay intellectual property, name, or logo, including use of Whitepay trade or service marks, without express written consent from Whitepay or in a manner that otherwise harms Whitepay or any Whitepay brand; any action that implies an untrue endorsement by or affiliation with Whitepay.
In addition to the Prohibited Uses, the following categories of businesses, business practices, and items for sale are prohibited from the Services. This list is non-exhaustive, and We reserve the right to modify it at any time. It is within Our sole discretion to determine whether an activity falls into a Prohibited Business category:
- Drugs and drug paraphernalia (e.g., narcotics, controlled substances, and any equipment designed for making or using drugs);
- Marijuana/cannabis dispensaries and related products and businesses;
- Weapons, munitions, gunpowder and other explosives (including fireworks);
- Toxic, flammable, and radioactive materials;
- Substances designed to mimic illegal drugs;
- Sexually explicit content;
- Sexually-related services;
- Pyramid and investment schemes, multi-level marketing schemes, and other unfair, predatory or deceptive practices;
- Items used for speculation or hedging purposes (such as derivatives);
- Credit and collection services;
- Items that infringe or violate any intellectual property rights such as copyrights, trademarks, trade secrets, or patents, including counterfeit or unauthorized goods;
- Products and services with varying legal status from state to state;
- Transactions that disclose the personal information of third parties in violation of applicable law; and
- Transactions related to cloud-mining.
You shall not:
- conduct or engage in any illegal or unlawful activity; use any Product, Software or Service in any illegal manner or for any illegal purpose, including without limitation any crime (including fraud, other illegal activities);
- reproduce, duplicate, copy, disclose, distribute, sell, resell, sublicense, assign, transfer, give away, loan, lend, lease, publish, pledge or create a security interest in the Software or Services or provide or make available any functionality, User interfaces of the Website or Services, use or benefit of the Software or Services as an application service provider, a hosted service, a computer or processing service business, a service bureau, an outsourced facility or service or on time-sharing or similar basis or otherwise on behalf or for the benefit of any third party, including without limitation using the Software or Services to manage, administer or otherwise process Transactions or data of or for any third party;
- use any Product, Software or Service in a manner or for a purpose that infringes upon the lawful rights of others or contravenes any applicable laws (including, but not limited to any Anti-money Laundering and Counter the Financing of Terrorism legislation, as well as Tax, Intellectual Property or Data Protection laws);
- use Products, Software or Services in any manner that could damage, disable, overburden or impair the Services, or otherwise in an abusive or excessive manner, as We determine in Our sole discretion;
- copy, frame or mirror any part of the Software, Products, Services or Our Website, including, but not limited to – for personal non-commercial purposes;
- alter, manipulate or obscure the display or presentation of the Services or the Website to you or to any third party in whole or in part, using means other than as facilitated through the Services itself, including without limitation through the use of overlays, filters or spawning of separate windows;
- interfere with the security or integrity of, or otherwise abuse, the Products, Software or Services or any system resources, accounts, servers or networks connected to or accessible through the Service;
- remove, destroy, cover, obfuscate or alter in any manner without limitation as follows:
- (a) notices or legends pertaining to proprietary rights; or
- (b) any trademarks, branding or logos;
- double spend any Virtual Currency;
- obtain or use another person’s Credentials or Services, systems or information or create or use a false identity, impersonate any person or otherwise misrepresent your identity;
- attempt, or cause, permit or encourage any other person, to do any of the foregoing; or
- to conduct or engage in activity in a way that We reasonably believe might harm Our ability to provide Our Services;
- to engage in any other use or activity that breaches these Terms or is not in conformity with sustainable activities of Whitepay, ensuring human rights, transparency, gender equality, moral and ethics, or other activity deemed unacceptable by the Whitepay.
Notwithstanding the foregoing, you may seek support with security and other vulnerabilities check by applying to Our Support Team, provided you do so in a reasonable and responsible manner in compliance with Our responsible disclosure policy and otherwise use good faith efforts to minimize or avoid contravention of any of the foregoing.
Representations and Warranties
You represent, warrant and covenant that:
- You have full legal capacity to, are and will be free to, enter into and to fully perform your obligations under these Terms and that no agreement or understanding with any other person exists or will exist which would interfere with such obligations;
- These Terms constitute a legal, valid and binding obligation upon you, enforceable against you in accordance with its terms and conditions;
- There is no outstanding litigation, arbitration or other dispute to which you are a party which if decided unfavorably to you could have a material adverse effect on your ability to perform your obligations under these Terms;
- You have obtained all rights, permits, consents and approvals required for your use of the Products, Software and/or Services, as applicable, including any Transactions you initiate using same;
- To the extent you provide or are required to provide Us with information, including without limitation information required for the purposes of calculating applicable taxes, such information is true, accurate and complete. In case of any updates in such information, you shall notify Us about such changes immediately;
- Your business entity is duly organized, validly exists, is in good standing under the laws of the state and country of its formation, and is duly qualified and in good standing in each jurisdiction in which the conduct of its business requires it to so qualify;
- Your use of the Services will not contravene any applicable international, federal, state or local laws or regulations, including but not limited to tax laws and regulations;
- You ensure that your use of the Services does and at all times will comply with all applicable anti-money laundering/anti-terrorist funding compliance laws and regulations, including, without limitation, all OFAC-administered sanctions programs and any other sanctions programs that may apply to you based on the jurisdiction(s) in which you operate your business and serve your Customers;
- All information that you have provided to Us, and may from time to time provide to Us, is and shall continue to be true and complete, and shall be timely updated and corrected to maintain its status as true and complete.
You agree to promptly update such information through the Services to ensure that such information is at all times true, accurate and complete. If the person being registered as the Account holder is a legal entity and not an individual, the individual agreeing to these Terms represents and warrants, and it is a condition of the rights granted under these Terms, that you (the individual) have the authority to bind such legal entity and that these Terms will be binding on and enforceable against such legal entity.
Your Whitepay Account ("Account")
In order to start using Whitepay Services, registration and verification are obligatory. By registering via Whitepay Account you confirm your full and explicit consent to the Terms herein.
To register on Whitepay, you shall fill in the Whitepay Partnership request form on Our Website. After filling out the specified form, Whitepay Support Team will contact you through the means of communication indicated by you in the form. Please note that if you provide incorrect data, We will not be able to contact you and, accordingly, you will not be able to complete the registration procedure.
After that, you will be required to complete Our mandatory KYC/KYB verification procedure in accordance with Section 6 Verification of these Terms. Please note, if you failed to pass Our KYC/KYB verification procedure, you will not be able to register on Whitepay and start using Our Services.
In case of successfully passing Our mandatory KYC/KYB verification procedure in accordance with Section 6 Verification of these Terms, you will receive confirmation and credentials of your Account by the means of communication you have chosen (Whitepay Account credentials, as well as a unique link to set a password for your Whitepay Account).
Whitepay Account means a virtual interface within the Whitepay System, available for User after successful registration and verification process through login on the Website in order to access Our Services. Login with Account on the Website shall be executed with your registration email and long-term password.
The mentioned registration email shall be valid throughout the entire period of validity of your Account. Change of email if needed shall be requested through the Support Team and may be satisfied only upon satisfactory compliance with Our request for documents and information from you.
You agree that you won’t disclose your Account Credentials, except in the exceptional cases provided for in Section 7 Credentials of these Terms, and you’ll notify Us immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account, or are otherwise referable to your Account credentials, whether or not you know about them. We reserve the right to suspend or terminate your Account if you provide inaccurate, untrue, or incomplete information, or if you fail to comply with the Account registration requirements or these Terms, without prior notification.
As part of establishing a Whitepay Account, at a minimum you will be asked to pass Our Verification's procedure as set forth in the Section 6 Verification of these Terms.
When you intend to create an Account, We may ask you for contact information such as your name, phone number, email address, and other information relating to you. We will ask you to pass Our standard KYC verification procedure, which may include providing Us with:
- passport or another government-issued identity document;
- your photography;
- documents establishing your source of funds;
- results of KYC or Politically Exposed Person (PEP) checks, including information collected by Our suppliers;
- other Personal Information if provided during passing KYC/compliance/verification procedures (including additional), etc.
If applicable, We may also ask you for information on your business, including your business’s legal name or DBA, physical address of the business, your company's website, etc.
In such case, you and your company should pass Know Your Business (KYB) verification procedure, which may include providing to Us:
- Company’s corporate documents (Certification of Incorporation or Articles of Association, Memorandum of Association or similar; company register extract; Appointment of Director or similar; List of Shareholders/Beneficial holders);
- Documents on Director(s) and UBO(s) (passport, driver’s license, national ID or other government-issued ID document, Proof of address (utility bill or bank extract no older than 3 months);
- The Minutes or the Resolution of the management board (director)/Power of attorney or other legal authorization document which confirms your authority to act on behalf of the company in your relationship with Us;
- Proof of address (lease agreement; utility bill no older than 3 months).
The information you provide at the time of creation of the Account must be true, accurate and complete, and you must inform Us within ten (10) business days of any changes to such information. Whitepay has the right to reject your Account registration, to later close your Account, or to restrict the provision of the Services to you if you do not provide or maintain accurate, complete and satisfactory information.
At the moment of establishing a business relationship with Us and/or before and/or after the execution of any particular Transaction throughout Our Services, We shall have the right to demand from you any documents and/or information, including, but not limited to those confirming the legal grounds as well as sources (origin) of your funds and other assets and the purpose and planned nature of your business relationships with Us, the nature of business and management (shareholding) structure of a legal entity you represent, beneficial owners and/or other documents and information to the extent necessary for Us to adequately fulfill the requirements of relevant legal acts in the field of AML/CTF.
We may require additional information from you to help verify your identity and assess risk, such as your date of birth, tax identification number, or government-issued identification. We may also obtain information about you from third parties, such as credit bureaus and identity verification services. We have the right to reject your Account registration or to later close your Account, if you do not provide Us with accurate, complete, and satisfactory information. In order to verify the information you submit during the Account registration and/or verification process, We may request information from various third parties, including credit bureaus and identity verification services.
By accepting these Terms you authorize Us to retrieve information about you by using third parties and acknowledge that We may have to share the information you have previously submitted to do so.
From time to time, Whitepay may engage third parties in order to assist in different aspects of the provision of Our Services to you. You acknowledge and agree your use of the Services may require Us to share your information with these third parties, who may need to review your eligibility to use the Services according to their own verification procedures.
In accordance with Our Policies Whitepay prohibits the creation of Accounts and does not process Transactions for citizens and residents of, as well as people staying in, countries where Transactions are prohibited by international sanctions or their internal law regulations, or countries which based on various criteria selected by Whitepay (for example, Corruption Perceptions Index by Transparency International, FATF warnings, countries with weak anti-money laundering and terrorist financing regimes determined by European Commission, OFAC sanctioned countries, etc.) which impose high AML/CTF high risk.
You may create only one password and/or personal identification number in order to access or use the Products, Software and Services ("Credentials"), after registering an Account and passing all Verification procedures.
We reserve the right to require you to use Credentials that meet certain minimum requirements, or to change your Credentials from time to time.
Please note that the transfer of the Account and/or Credentials to third parties is prohibited if the account was created by an individual. At the same time, such transfer of Account and/or Credentials is only permitted to employees and/or persons authorized to act on behalf of the company if the Account was created by a legal entity.
Responsibility and consequences for the disclosure/transfer of such data lies solely with the User.
In consideration for the provision of the Services, you agree to pay the Fees set forth on Our Website (https://whitepay.com). Periodic Fees for Services are payable in advance based on the frequency identified in the plan you select.
Unless you are paying with Virtual Currency from Other Wallets, such amounts will be deducted by Us from the Balance available in your Wallet when payable. If you have an insufficient Balance in your Wallet to pay fees or purchase prices when due, We may, without notice or liability, suspend or cancel your order.
We reserve the right to charge a monthly inactivity Fee in the amount of 50.00 USD/per month, if the total turnover of all Transactions is less than 1000 USD/per month.
Virtual Currency Transactions may require a miner fee. These miner fees are automatically created by the User's Wallet and sent to the miner. These miner fees are not Whitepay Fees. The miner fees paid to the network are not returned when any refund is executed. These fees include network fee, "gas" fee, etc., and are paid by the Customer at the moment of Transaction. Please note that these fees are charged in any case when making a Transaction (either in the form of a deduction from the amount sent, or by adding these fees to the amount sent), and, accordingly, the amount sent by the Customer may differ from the amount received by you.
All amounts payable are non-refundable and shall be paid without deduction, setoff or counterclaim. All prices, quotations, confirmations and Invoices are subject to exclusions or cancellation for clerical, typographic and similar errors and omissions.
Collecting Virtual Currency on your behalf
After creation of Account, you will be able to receive Virtual Currency from your Customers. By the creation of Account, you approve your consent to authorize Our third party liquidity provider to receive Virtual Currency as well as deduct the applicable fees and other costs on your behalf, and to take any and all actions that We find necessary or desirable to provide Our Services to you and to comply with any applicable legislation and these Terms. Subject to these Terms, you retain ownership of all Virtual Currency in your Balances and Wallets.
Whitepay, Our third party liquidity provider shall not control, monitor, assess, authorize and/or supervise your activities and/or sales/purchases/donations. The foregoing does not preclude Us from exercising Our right to suspend, restrict or terminate the provision of Services to you at any time pursuant to the Terms, as well as to refuse to complete, to block or reverse a Transaction initiated by your Customer if We reasonably believe that it violates these Terms or there are other circumstances that may infringe Our, Our Users’ or the public’s legitimate interests.
In order to enable the provision of Services before executing any payment Transaction, Customers may be required upon a request of Whitepay to complete a verification process at the time of payment, depending on the amount of the transaction, as part of Our AML/ATF compliance obligations. We reserve the right to gather Personal Information of your Customers, such as a photo of a National ID document, Passport or Driver’s License if the collection of such information is required by law.
In relation to payments in Virtual Currency made to you, any legal relations are two-parties, exclusively between you as a User and your Customer making a payment.
Whitepay, Our third party liquidity provider are not parties to relations between you as a User and your Customer making payments in Virtual Currency. We do not accept any queries, letters, requests and/or complaints as well as liability for the quality, legality, safety, delivery or any other aspect regarding you and/or your company, your services, products, activities and/or a payment and/or a donation, or a purchase related to relation between you as a User and your Customers.
Any disputes between you as a User and your Customers shall be resolved exclusively between you and your Customers.
Our third party liquidity provider will clear payment Transactions from your Customers to you over the Virtual Currency peer-to-peer payment network and credit your Balance, according to your settlement preferences settings.
You can receive settlement in a local currency, in any of the supported Virtual Currencies, or in a mixture of both, and We have no right to impose any Virtual Currencies over local currency, as your choice in this respect supersedes any of Our preferences. Please note that minimum settlement thresholds apply. An account ledger will be created for each currency selected for settlement pursuant to your settlement preferences. If you change your settlement preferences, those changes will be effective for account ledger balances that are received after the date of the change. Any account ledger balances dating from before the preference change will settle pursuant to your pre-change settlement preferences.
If We need to conduct an investigation or resolve any pending dispute related to your Balance, or if required by law, court order, or at the request of law enforcement, or upon request from Our third-party liquidity provider as part of an AML check, the settlements may be delayed or the access to settlement funds may be restricted. In the case of a delayed settlement, We will strive to promptly inform you, unless prohibited by court order or law enforcement. We will not be liable to you for any damages or harm caused as a result of such delayed settlement or restricted access.
Please note that you are solely responsible for incorrectly provided details for Transactions.
In order to accept a Virtual Currency payment, you need to create a payment request ("Invoice") using Our Products and Services, based on the amount you want to collect in your settlement currency. Whitepay's hosted Invoice User interface must be displayed to the Customer during checkout.
When Transactions are processed, Our Services use Virtual Currency exchange rate, which is available through Our Services and at your Account. We guarantee the exchange rate for your Customer as long as the Customer pays within the proper time window after the Invoice is created. Invoice timeout information ("UI Timeout") is clearly displayed on each Whitepay Invoice.
While We guarantee the exchange rate for the Customer as long as the Customer pays within such time-window, you agree that you assume the volatility risk of your settlement Virtual Currency.
For example, if you ask Us to collect $100.00 and the Customer sends the Virtual Currency’s equivalent within the time-window, you will receive exactly $100.00, minus Transaction Fees, but We do not guarantee the future value of the U.S. Dollar.
Similarly, if you chose to receive some or all of your settlement in Virtual Currency, We do not guarantee the future value of that Virtual Currency.
An Invoice is considered "Complete" by Us if it has been fully paid by the Customer, the corresponding Transaction has reached out the required number of block confirmations, and the payment has been credited to your Account. The number of confirmations required for a Transaction depends on several factors, including the blockchain being used and Our internal analysis of risk. We employ risk mitigation techniques to detect fraudulent payments, such as payments that are at risk of never receiving the required number of block confirmations. However, these measures do not completely eliminate the risk associated with unconfirmed payments.
You have the option to inform your Customer earlier about the status of an Invoice, e.g., if the Customer has sent payment, but the Transaction has not yet been confirmed. A confirmed Invoice means that payment has been made, and the required block confirmations have occurred, such that the Transaction has also passed risk validation measures, but it still needs to be credited to your account ledger.
We are not liable for settling Invoices which are not considered fully paid or complete. In other words, if you accept a payment before it is credited to your account ledger, it will not be settled to you if it will be determined as fraudulent or otherwise invalid.
Whitepay may add new Virtual Currency to the Whitepay Invoice. Additional Virtual Currency on the Invoice will be on an opt-out basis, such that they will be enabled by default unless you instruct Whitepay to disable them. In addition, there may be circumstances that cause Whitepay to decide to remove a particular Virtual Currency as a payment option.
All Transactions, such as payments, deposits, withdrawals, etc., are all reflected in the User’s Account. The information about the Transactions is kept and is available by accessing the Account during a period of time determined by Whitepay. Should you identify an error, you must notify Us within thirty (30) calendar days.
By accessing and using any of Our Services, the User agrees that it is his sole responsibility for any and all conversions, deposits, withdrawals and other instructions entered into his Balance including identifiers, permissions, passwords, and security codes associated with his Account.
We represent and warrant that once a crypto-to-crypto or crypto-to-fiat Transaction has been initiated, such conversions may not be cancelled or reversed. The User represents and warrants that he has informed all his Customers of the irreversible nature of Transactions involving Virtual Currency; hence, a payment shall be submitted only after careful consideration.
Whitepay cannot be held responsible and/or liable for the delay in the processing of payments made by the fault of any third parties, or operators of such Transactions. The User is solely responsible for paying commissions and service fees related to payments, deposits and withdrawals made to and from his Balance. You also assume all the risks that accompany the provision of incorrect Wallet details.
The User represents and warrants that he will withdraw any Virtual Currency from his Balance only to his own Wallets and/or bank accounts.
Due to the inherent nature of the Virtual Currency networks, the User acknowledges and agrees that depositing and withdrawing Virtual Currency into/from his/her Balance may be subject to delays, barring unforeseen or unavoidable network issues, such as network errors.
In certain situations, when an Invoice is underpaid or overpaid, it will result in a "payment exception". If a Customer requests a refund for a payment exception, Whitepay will deduct the miner fees from the refunded amount.
- Underpayments. Underpayments occur when a Customer sends less than the full amount required to mark the Invoice as fully paid. Please note that the funds are credited to your Account by this payment in any case. The remainder of Underpayment must be accepted by you in any way available to you. In this case, you have 6 hours to close the full payment on this Invoice. It is understood that the other Transaction is a separate type of payment, from which fees will also be charged.
- Overpayments. Overpayments occur when an Invoice receives excess funds. In such cases, the Invoice passes through the state of being paid in full and is marked as an overpayment. Once the Invoice status is set to "complete", the funds to mark the Invoice as fully paid are applied to your Account. However, the excess funds are not applied. The Customer also has the ability to request a refund of the excess funds directly from the Invoice. In this case, the refund will be made within 14 business days in USDT equivalent of Overpayment amount on the date of Overpayment.
Unsupported Payments/Declined Transactions
Unless explicitly mentioned in Our Website, through Our Services or in these Terms, We do not support or process payments for unsupported Virtual Currency (coins, tokens, or blockchain forks) collectively known as "Unsupported Payments".
Customers should not pay a Whitepay Invoice with Unsupported Payments or send Unsupported Payments to your Wallet address. If a Customer transmits Unsupported Payments, the Customer may lose any perceived value in the Unsupported Payments.
Additionally, Whitepay assumes no responsibility whatsoever with respect to Unsupported Payments and Customers will not be able to recover Unsupported Payments.
Any Transaction may be declined for the following reasons, even after Virtual Currency has been credited to your Account:
- Declined because of wrong Transaction value;
- Declined because of wrong User’s Wallet address;
- Declined because of wrong Virtual Currency network;
- Declined because of unsupported Virtual Currency;
- Declined because of bad quality of User’s KYC/KYB verification data;
- Declined because of low Virtual Currency network fee, "gas fee";
- Declined because of low Virtual Currency network errors;
- Declined because of the wrong Virtual Currency recipient.
Whitepay is not responsible for the User's refund policies. We suggest Users provide a clear refund policy to their Customers (including, if applicable, "no refunds are allowed as all sales are final"). For certain industries, a refund policy may not be applicable (e.g., where a service is provided). If refunds are permitted, We recommend that Users refund the amount of the initial purchase in the currency in which the item was priced.
The User shall inform and agree with his Customers in good time before choosing to pay with Virtual Currency that a payment with such Virtual Currency cannot be reversed and that the Customer cannot receive a refund in Virtual Currency, but only in the currency of the purchase price. The User must agree with the Customer on a method to transfer possible refunds (e.g. transferring UDS to a bank account specified by the Customer to the User).
We reserve the right to establish the minimum amount that can be refunded on your behalf. If the amount requested is lower than the minimum refundable amount, We reserve the right to not issue the refund.
We may charge Fees and deduct other costs for processing refunds on your behalf.
While Our Services aim for 100% server up-time, you should realize this is not always possible. We are constantly working on improvements and performing upgrades, which may occasionally result in server outages.
Whitepay reserves the right to perform maintenance or changes to the Services at any time it sees fit. This may result in periods during which the Services may be temporarily unavailable. We will, to the extent that it is possible, announce such interruptions in advance.
However, We are not required to do so and are not responsible for any damages or losses resulting from server outages, communication networks or blockchain systems.
In accordance with Our Services, the following Transaction Statuses are displayed within Our Software when a User performs certain Transactions using Our Services:
- Deposit Transactions:
"Pending" (A Pending Deposit Transaction is a recent Virtual Currency Deposit Transaction that has not yet been fully processed. It means that such Deposit Transaction has not reached out the required number of block confirmations and the Virtual Currency has not been credited to your Account yet. It generally takes only few time for such Transactions to fully process and to be credited to your Account, but sometimes, it could take a bit longer depending on other circumstances, such as Transaction type, number of block confirmations, Virtual Currency network status, Virtual Currency type etc.);
"Declined" (A Declined Deposit Transaction response refers to the declination of a Deposit Transaction of Virtual Currency. There are several reasons that certain Deposit Transaction of Virtual Currency can be declined and these reason are specified in "Section 13 Unsupported Payments/Declined Transactions" of these Terms);
"Сomplete" (A Complete Deposit Transaction means that the corresponding Deposit Transaction has reached Our required number of block confirmations and the Virtual Currency has been credited to your Account);
"UI Timeout" (A UI Timeout/User Interface Timeout means the time the UI waits for a Deposit Transaction to be completed. If such Transaction is not completed within that time, it will throw a timeout error. It sets out how long Our Services will wait for activity on the server/network to the completion of such Transaction. It can be set to an equivalent value to API timeout or minor. Setting it to a larger value will have no effect. Default is 120 seconds. It also sets how long Our Services will wait for a connection to be established).
- Withdrawal Transactions:
"Pending" (A Pending withdrawal Transaction is a recent Virtual Currency Withdrawal Transaction that has not yet been fully processed. It means that such Withdrawal Transaction has not reached out the required number of block confirmations and the Virtual Currency has not been withdrawn from your Account yet. It generally takes only few time for such Transactions to fully process and withdraw Virtual Currency from your Account, but sometimes. it could take a bit longer depending on other circumstances, such as Transaction type, number of block confirmations, Virtual Currency network status, Virtual Currency type etc.);
"Declined" (A Declined Withdrawal Transaction response refers to the declination of a Withdrawal Transaction of Virtual Currency. There are several reasons that certain Withdrawal Transaction of Virtual Currency can be declined and these reasons are specified in "Section 13 Unsupported Payments/Declined Transactions" of these Terms);
"Complete" (A Complete Withdrawal Transaction means that the corresponding Withdrawal Transaction has reached out the required number of block confirmations and the Virtual Currency has been withdrawn from your Account);
"UI Timeout" (A UI Timeout/User Interface Timeout means the time the UI waits for a Withdrawal Transaction to be completed. If such Transaction is not completed in that time, it will throw a timeout error. It sets out how long Our Services will wait for activity on the server/network to the completion of such Transaction. It can be set to an equivalent value to API timeout or minor. Setting it to a larger value will have no effect. Default is 120 seconds. It also sets how long the Our Services will wait for a connection to be established).
- Payment Transactions:
"Processing" (A Processing of Payment Transaction means that such Payment Transaction is being "processed" - it is waiting for such Transaction to reach out the required number of block confirmations so the payment could be credited to your Account. Since Virtual Currency Transactions are based on peer-to-peer technology and relies on the blockchain and the cryptography securing it, each Transaction must be confirmed in a digital public ledger - blockchain.);
"UI Timeout" (A UI Timeout/User Interface Timeout means the time the UI waits for a Payment Transaction to be completed. If such Transaction is not completed within that time, it will throw a timeout error. It sets how long Our Services will wait for activity on the server/network to completion of such Transaction. It can be set to an equivalent value to API timeout or minor. Setting it to a larger value will have no effect. Default is 120 seconds. It also sets how long Our Services will wait for a connection to be established);
"Cancelled" (A Cancelled Payment Transaction means that the Payment Transaction has been cancelled by a User before this Transaction reached out the required number of block confirmations and the Customer’s payment has not been credited to your Account);
"Complete" (A Complete Payment Transaction means that the Invoice has been fully paid by the Customer, the corresponding Payment Transaction has reached out the required number of block confirmations and the Payment has been credited to your Account).
Taxes. Financial reporting
All Our Fees are exclusive of applicable taxes, and you will pay or reimburse Us for all applicable taxes, duties, levies or assessments that may be assessed in any jurisdiction, whether based on the amounts paid or payable or the supply of Products, Software or Services to you or otherwise. If you wish to claim an exemption from the same, you must furnish to Us a tax exemption certificate acceptable to the applicable taxing authority.
As Whitepay is a payment gateway, submission of all financial statements to the authorized state bodies regarding your Transactions, as well as the responsibility for late submission of such statements, submission of financial statements not in full and / or with inaccurate data lies solely with you.
Termination and Suspension
We may suspend or terminate the provision of the Services to you:
- without prior notice if you breach or otherwise fail to comply with any provision of these Terms and/or Software License Agreement and Our other terms;
- if your account has a zero balance for 120 days or more, upon notice to you;
- if you become bankrupt, insolvent, become subject to bankruptcy or insolvency proceedings, have a receiver, trustee or other officer appointed for your property, are wound up or dissolved or are declared mentally incompetent or incapable of managing your own affairs (for individuals); or
- at any time for any reason on 14 days’ notice to you or by posting a message to you through the Services. In such a case, We will refund you any prepaid but unused Fees. Except for the foregoing, all prepaid fees are non-refundable.
You may terminate your Account at any time and for any reason through Our Services, where such termination will be effective immediately or upon 14 (fourteen) days’ prior written notice to Us, including the provision of such information and documentation as reasonably required to validate your identity as the holder of the Account.
Upon expiration or termination:
- any and all rights granted to you, including all rights to access and use the Services, use your Wallets and your Balances and all licenses to Software shall immediately cease, provided however that you may access the Services to withdraw Balances up to the effective date of termination and a period of 24 hours thereafter (the "Withdrawal Window");
- We reserve the right to charge a termination fee equal to the remaining Balances upon the expiration of the Withdrawal Window;
- you shall immediately destroy all copies of Software (excluding firmware embedded within Products) in your possession or control;
- if We request, you shall certify in writing that all copies of Software in your possession or control have been destroyed; and
- if We have lent or loaned you any Products, you shall immediately return such Products to Us at your expense.
You are solely responsible for transferring your Balances prior to any suspension or termination. Following termination, your Account will be deleted from Our systems in the normal course of Our operations, provided however that We reserve the right to preserve records and data related to your Account (including but not limited to Transaction records), if required to resolve a dispute or assert or defend any claim, or for other legal purposes.
The Software, the Services, the underlying software and technology used to provide the Services, Our Website and all content, code, materials, graphics, images, User interfaces and scope of functionality, as well as other material on Our Website (collectively, the "Materials"), Our Products are protected by copyright and other intellectual property rights.
By paying to acquire the right to use Our Software, Products, Materials or Services you do not become the owner of the Software, Products, Services and Materials thereof, as well as do not obtain any other intellectual property rights in Our Software, Products, Services and Materials.
Except for the limited rights of use expressly granted to you under these Terms, all right, title and interest (including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights and other proprietary rights) in and to the Software, Products Services and Materials, are and shall remain exclusively owned by Whitepay.
All trade names, company names, trademarks, service marks and other Product, Software or Service names and logos are the proprietary marks of Us, protected by law and shall not be copied, imitated or used, in whole or in part, without the prior written consent of Whitepay . These Terms do not grant you any rights in respect of any such marks.
You understand and agree that any feedback, input, suggestions, recommendations, improvements, changes, specifications, test results, or other data or information that you provide or make available to Us arising from or related to your use of the Products, Software or Services shall become Our exclusive property and may be used by Us to modify, enhance, maintain and improve the Products, Software and Services without any obligation or payment to you whatsoever.
Whitepay is the owner of all intellectual rights and branded elements (including logos, portraits and other visual identity elements) and content (including blog posts, articles, images, videos, tips and advice) available on all Whitepay platforms (including Our Website, Software, Products and via other Services) unless otherwise stated.
You accept and acknowledge that the material and content contained within Our Website, Software, Products and via other Services is made available for your personal, lawful, non-commercial use only. You further acknowledge that any other use of content from Our Website, Software, Products is strictly prohibited and you agree not to infringe or enable others to infringe Our intellectual property rights.
You acknowledge that any unauthorized disclosure of Our confidential information to third parties who are not users of Our Services may cause immediate and irreparable harm to Us. Consequently, you agree to take all reasonable steps to maintain the confidentiality of the Services and any related documentation and materials, and shall not, without Our prior written consent, disclose, or make them available in any form to any other person, except to the extent reasonably required for the use of the Services.
Changes to Terms, Fees, Services and Products
We may also change, augment, improve, update, enhance, modify, discontinue, remove features from, or impose limitations or restrictions on Products, Software, Materials and Services or alter the design, construction, functions and features thereof from time to time without prior notice or liability. If you do not agree with any such changes, your sole and exclusive remedy is to terminate your use of Our Products, Software and Services by delivering written notice within such time or by not accepting such changes when they are presented.
Your continued use of the Products, Software or Services thereafter is deemed to be your agreement to and acceptance of any such changes.
You agree that We are entitled to treat all Transactions, orders, subscriptions, communications, transmissions and other activity in the course of using the Services under Credentials created by you as having been authorized by you.
Transaction records will constitute conclusive proof of your use of the Services and Transactions. You agree that you are solely responsible for all actions and activities undertaken using your Credentials. You also agree that you are solely responsible for safeguarding Products, Materials and Software from loss, theft, compromise or unauthorized access. If you believe the security of any of your Credentials has been compromised, or you suspect unauthorized access or use of Credentials or any Product, or if any Product or device with Software installed or accessed online is lost, misplaced or stolen, you must notify Us immediately and, in the case of a lost, misplaced or stolen Product or device with Software installed or accessed online, immediately deactivate or unlink such Product or device through Our Website.
You are also responsible for deactivating or unlinking any Product or device through Our Website prior to any sale, assignment or transfer of such Product or device.
You will be responsible for all Transactions and activity until you notify Us, and We have had a reasonable opportunity to suspend such Credentials.
If We suspect that there has been fraudulent or unauthorized use of your Credentials or any of Our Products, Software or Services, including fraudulent or unauthorized Transactions, orders or subscriptions, We reserve the right to suspend or terminate such Credentials and/or access to the Services while such activity is being investigated, and suspend or cancel any pending Transactions, orders or subscriptions if We are able to do so. In such an event, We will also use reasonable efforts to contact you. You agree to cooperate and provide reasonable information to Us in connection with Our investigation of any suspicious, fraudulent or unauthorized use of Credentials, Products, Software or Services.
You acknowledge and agree that Transactions may be transmitted or facilitated through third party facilities, third party services or common carriers, including without limitation the Internet. While We will implement and maintain commercially reasonable security measures designed to safeguard Transactions and Accounts, it may be possible for third parties to corrupt or interfere with the same.
Your Use of Third-Party Services
When using Our Website or Services, you may separately be offered additional services, products or promotions by third parties. If you decide to use any of these third-party services, you do so at your own risk and are solely responsible for reviewing, understanding and complying with the associated terms and conditions.
We expressly disclaim any liability for third-party services and are not responsible for the performance of third-party services or services.
Advertising and Marketing
With your prior written approval, We may publish your corporate name, URL, artwork, text, logo, case studies, and other publicly available information about your business in Whitepay's promotional materials, marketing channels and business directory.
When you place information on your website and/or information sources, that you use the Whitepay Products, Software and Services to receive payments from your Customers for your goods/services in Virtual Currency, in the event of termination of cooperation with Us, you undertake to immediately remove such materials from your website and other information sources.
You have no obligation to provide any content, a testimonial, quote or reference. Upon mutual agreement, you and Whitepay may engage in a separate marketing campaign. You represent and warrant to Us that you have the right to provide the content to Us, and that the use, copying, modification and publication of the content by Us:
- will not infringe, violate or misappropriate any third-party copyright, patent, trade secret or other proprietary rights,
- will not infringe any rights of publicity or privacy, and
- will not be defamatory or otherwise violate any law.
We shall perform monitoring of your Transactions and in the case of a suspicious and/or unusual activity or Transaction, We shall have the right to suspend it, including, but not limited to, the suspension of a withdrawal of your Virtual Currency, for a certain period of time.
In that case, We shall not be liable to you for any default on any contractual obligations and/or for any damages or losses sustained by you.
We shall have a general duty to report any suspicious activity identified during the business relationship with you to the relevant authorities, as well as other reporting duties deriving from relevant legal acts. We shall not be liable to you for the execution of such duties.
We shall be entitled to terminate a business relationship with you and/or a legal entity you represent at any time if We determine that continuing such a business relationship with you and/or a legal entity you represent exposes Us to a money laundering and/or terrorist financing risk We no longer deem acceptable.
You acknowledge and agree that your use of the Products, Software, Materials or Services is at your sole risk. Except as expressly set forth in Section 26 Acknowledgement of Risk of Terms, We provide the Products, Software and Services on an "as-is" and "as-available" basis and, to the maximum extent permitted by applicable law, We disclaim all representations, warranties and conditions regarding the Products, Software and Services or your use thereof, including without limitation any warranties or conditions of Userability, Userable quality, durability, fitness for a particular purpose, non-infringement, title, quiet enjoyment or quiet possession and those arising by statute or in law, or from a course of dealing or usage of trade.
We cannot and do not warrant that the Products, Software or Services will meet your requirements or expectations, will operate without interruptions, that they will be error-free, virus-free, that the results obtained from their use will be timely, accurate, reliable or current or that any or all deficiencies can be found or corrected.
We accept no responsibility for, and do not warrant the accuracy, currency or reliability of any output or data prepared by or with the assistance of the Products, Software or Services.
We are not obliged to review the completeness, accuracy or any other aspect of any information provided or processed through or using the Products, Software or Services, including any Transactions.
While We will use commercially reasonable efforts to secure your Account and confirm Transactions, We shall not be liable, and assume no responsibility, for any loss or damages arising from or in connection with:
- any access, inability to access, delay, fault or failure of the Products, Software or Services resulting directly or indirectly from your or any public, peer to peer or third party hardware, software, service, service provider, network, information, User or computing resource (including without limitation any delay, fault, error or failure in any Transactions or the confirmation of any Transactions, including those arising from failures in publication of blocks, network connectivity issues or changes in the standards, procedures or protocols applicable to any Virtual Currency);
- unauthorized access to or alteration, theft, loss, corruption or destruction of Wallets, Transactions or Balances;
- any other act or omission of any third party;
- any inaccuracy in your Balances or Transactions; or
- any Transactions that are unconfirmed or have fewer than the number of confirmations required for any Transaction to be "complete".
We cannot represent or warrant that Wallets, Transactions or Accounts will be secure or securely processed at all times. You understand that you are solely responsible for all Transactions on your Balance, including without limitation verification of the Other Wallets to or from which you send or receive Virtual Currency, identification and verification of the owners of such Other Wallets and the terms, validity, performance, consummation or any other aspect of any related transaction.
Acknowledgement of Risk
You understand and agree that:
- there are risks associated with the use and holding of Virtual Currency and you represent and warrant that you are knowledgeable and/or experienced in matters relating to the use of Virtual Currency and are capable of evaluating the benefits and risks of using and holding Virtual Currency and fully understand the nature of Virtual Currency, the limitations and restrictions on their liquidity and transferability and are capable of bearing the economic risk of holding and transacting using Virtual Currency;
- the continued ability to use Virtual Currency is dependent on many elements beyond Our control, including without limitation the publication of blocks, network errors, connectivity, hacking or changes in the technical and other standards, policies and procedures applicable to Virtual Currency;
- there is no government or other insurance covering Virtual Currency, the loss or theft of Virtual Currency, or any loss in the value of Virtual Currency;
- the use of Virtual Currency and Our Services may become subject to regulatory controls that limit, restrict, prohibit or otherwise impose conditions on your use of same;
- the value of and/or exchange rates for Virtual Currency may fluctuate significantly depending on the volatility of the cryptocurrency market and may result in you incurring significant losses;
- Transactions may have tax consequences (including obligations to report, collect or remit taxes) and you are solely responsible for understanding and complying with all applicable tax laws and regulations;
- Transactions are irrevocable and irreversible and there is no ability to dispute, reverse, cancel or void any Transaction once initiated, even if you initiate a Transaction in error;
- Whitepay does not and will not provide any advice regarding your investments or purchases in relation to your Transactions. You are responsible for your decisions made, and We will not make any personal recommendations for you;
- We act as an intermediary to facilitate your Transactions with others and have no obligation to sell, purchase, resell or repurchase Virtual Currency to or from you as principal; and
- usage of Virtual Currency and Our Services may be illegal or subject to regulation in certain jurisdictions, and it is your responsibility to ensure that you comply with the laws of any jurisdiction in which you use Virtual Currency, Our Software, Products and Services.
Limitation of Liability
You agree that, to the maximum extent permitted by applicable law, Our aggregate liability arising from or related to these Terms or any of Our Products, Software or Services in any manner will be limited to direct and approved damages not to exceed:
- in the case of Services, the amount you have paid to use the Services for the 30 (thirty) day period immediately preceding the cause of action; and
- in the case of Products or Software, the amount you have paid Us for the same.
To the maximum extent permitted by applicable law, in no event shall We be liable for any consequential, incidental, indirect, special, punitive, or other damages whatsoever (including, without limitation, damages for loss of revenue, profits, or expected savings, business interruption, personal injury, loss of privacy, loss of data or information or other pecuniary or intangible loss) arising out of these Terms or the use of or inability to use any of Our Products, Software or Services, even if We foresee or have been advised of the possibility of such damages.
The limitations, exclusions and disclaimers in these Terms shall apply irrespective of the nature of the cause of action, demand or claim, including but not limited to breach of contract, negligence, tort, or any other legal theory and shall survive a fundamental breach or breaches and/or failure of the essential purpose of these Terms or of any remedy contained herein.
In case if your jurisdiction does not allow some or all of the exclusions or limitations of liability set forth in these Terms, such limitations, exclusions and disclaimers may not apply to you.
Indemnification and Set-Off
You will indemnify and hold Us, Our third-party liquidity provider, Our affiliates, subcontractors, licensors and agents and Our and their directors, offices, employees and representatives harmless from and against all damages arising from or related to:
- your breach of these Terms; and
- third party claims arising from or related to your acts, omissions or Transactions.
You agree that We may set-off any losses or damages We suffer arising from or related to the foregoing against your Balances.
You and We are independent contractors. Nothing in these Terms is or shall be deemed to create a partnership or joint venture or a relationship of principal and agent, employer-employee, master-servant, or franchisor-franchisee between you and Us and no provision contained herein is or will be deemed to create any relationship between the parties hereto other than the relationship of independent parties contracting for Services.
Neither these Terms nor any of your rights or obligations under these Terms may be transferred or assigned by you, in whole or in part, whether voluntarily, by operation of law, or otherwise, without Our prior written consent and any such attempted assignment or transfer shall be null and void.
These Terms will ensure the benefit of and be binding upon the respective successors and permitted assigns of you and us. These Terms may be assigned by Us in Our sole discretion. You acknowledge and agree that We may subcontract Our obligations under these Terms and may use third parties to provide equipment, software and services used to operate and provide the Services.
You agree that all claims, disputes or disagreements of any nature whatsoever arising from or relating to these Terms, the Services or Us ("Dispute") will, at Our sole option, be settled by the laws of England and Wales ("Applicable Law").
You agree that if a Dispute cannot be settled by the Parties within thirty (30) calendar days, then the resolution of such Dispute will be attributed to the exclusive competence of the London Court of International Arbitration (LCIA) and will be considered in accordance with its regulations and rules, which are deemed to be incorporated into this Terms by direct reference to them.
- Number of arbitrators - 3;
- Legal place of arbitration - London, UK;
- The language of the arbitration proceedings is English;
Parties acknowledge that any decision of the named arbitration will be final for them and shall be subject to immediate execution.
Each party will bear its own expenses and an equal share of all costs and fees of the arbitration.
If performance of any Our obligations is prevented, restricted, or interfered with, by reason of: fire, flood, earthquake, explosion or other casualty or accident or act of God; strikes or labor disputes; inability to procure or obtain delivery of parts, supplies, power, telecommunication services, equipment or software from suppliers, war or other violence; any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority; or any other act or condition whatsoever beyond Our reasonable control, We will be excused from such performance to the extent of such prevention, restriction or interference.
Neither the expiration nor the earlier termination of your Account will release you from any obligation or liability that accrued prior to such expiration or termination. The provisions of these Terms requiring performance or fulfillment after the expiration or earlier termination of your account and any other provisions hereof, the nature and intent of which is to survive termination or expiration, will survive.
To the extent that any provision of these Terms is declared by a court or other lawful authority of competent jurisdiction to be invalid, illegal or unenforceable:
- such provision shall be severed and deleted or limited so as to give effect to the intent of the parties insofar as possible and both parties will use their best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provision, and the remainder of these Terms shall continue in full force and effect with respect to all other provisions; and
- notwithstanding the foregoing, We reserve the right to terminate these Terms and your Account.
Amendments and Waivers
No modification, amendment, addition to or waiver of any rights, obligations or defaults by Us shall be effective unless in writing and signed by one of Our authorized signing officers. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure by Us in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.
Except as expressly set out in these Terms, any demand, notice or other communication to be given to Us shall be given in writing by mail to the following address: email@example.com or to such other address and means of communication provided on Our Website https://whitepay.com, as We may advise you of from time to time, including through the Services or Our Website. You can also contact Our Support Team through your Account.
Any demand, notice or other communication to be given to you may be given by mail, fax or email using the contact details We have on record or posted through the Services to your Account or to Our Website. You can also enable or disable these notices in your Account.