General Terms & Conditions

Latest update: November 22, 2024

These General Terms apply to all services that DePay or one of its subsidiaries provide. The Terms & Conditions must be read. These Terms govern the contractual relationship between the user of the DePay Products and certain companies of DePay. The Terms are legally binding. Please read them carefully before using any of DePay services. This document comes into force upon its publication. Words in the singular include the plural, and vice versa, those in masculine also include feminine.

Introduction

DePay is a technology services provider that offers various software and systems solutions to helps businesses streamline their payments. The following terms and conditions of service, together with any other documents expressly incorporated herein, (collectively, the "Terms") constitute a legal agreement between you, the entity or sole proprietor on whose behalf a DePay account is created, ("you", "your", "User", "Merchant", "Client", or "Customer") and DePay AG, a company incorporated and registered in Switzerland ("DePay", "we", "our", "us", or "Company"), to receive certain payment processing, data, technology and analytics, or other business services offered by DePay and its Afliates.

"Client" or "Clients" are both corporate bodies (legal entities, foundations, associations, etc.) and individuals who are using and/or intending to use the services provided by DePay.

"Services" are understood to be services provided through the DePay Products operated by DePay or any other service provided by a DePay entity.

"Cryptocurrency" means a type of digital currency based on blockchain technology.

"Fiat Currency" means an official currency regulated by a government and that is not backed by a physical commodity.

"Digital Assets", for the purposes of these Terms shall include, but shall not be limited to, generally accepted crypto-currencies (e.g. Bitcoin, Ether, etc.) and other forms of tokenized assets (e.g. protocol, utility and payment tokens, etc.) and all associated contracts and options for present or future delivery of tokenized assets. A tokenized asset is understood as a digital representation of an asset on or off a blockchain.

"Decentralized Exchange" (DEX) is a cryptocurrency exchange which operates in a decentralized way, i.e., without a central authority. Decentralized exchanges allow peer-to-peer trading of cryptocurrencies.

DePay Account means, the Clients’ user account maintained on the DePay Products displaying Client’s information.

These Terms describe the conditions which Clients accept and abide throughout its relationship with DePay. It is the Client's responsibility to read and understand these Terms and its amendments.

The Client understands and acknowledges that DePay may change the provisions set forth herein at any time without any prior notice requirement and that the Terms are not, under any circumstance, negotiable. Changes will be published online on DePay's websites.

These Terms shall govern the relationship between the Client and DePay (hereinafter collectively referred to as the "Parties"), subject to general industry standards and established rules of practice. In particular, the provisions set forth below shall govern the legal relationship between the Parties with regard to use of the DePay Products for the purpose of tracking, configuring, receiving and performing payments using the DePay Products.

By using or accessing the DePay services or by clicking a corresponding box, icon, or button, you agree to these Terms of Service. If you are using the services on behalf of an organization, you are agreeing to these Terms of Service on behalf of that organization, and you represent and warrant that you have the authority to do so. In such cases, references to "you" or "your" in these Terms of Service also apply to that organization.

DePay may update these Terms of Service at its sole discretion from time to time. All changes take effect immediately once DePay posts them on its site or another public domain. Your continued use of DePay services after the updated Terms of Service are posted constitutes your acceptance of and agreement to the changes.

It is your responsibility to check this page periodically for updates to these Terms of Service to ensure you are aware of any changes, as they are binding on you. If you do not agree to the current Terms of Service or any future updates, you must stop using and accessing DePay services immediately, as failing to do so may result in the loss of access to these services.

DEPAY IS NOT A FINANCIAL INTERMEDIARY

By proceeding, you acknowledge and agree that DePay is not a bank, licensed money transmitter, broker/dealer, exchange, custodian, or fiduciary. If such services are provided, they will be exclusively handled by our licensed affiliates, who are fully responsible for safeguarding your funds and delivering all applicable banking or money transmission services.

You understand that DePay may transmit your information and instructions to a partner financial institution or a third-party service provider solely on a "pass-through" basis, in accordance with these terms of service or instructions you provide. In doing so, DePay is not authorized to initiate or execute transactions, payments, or transfers. These actions are solely under the authority of the respective partner financial institution or third-party service provider. DePay does not control, transmit, or hold your funds under these terms of service.

If you do not agree to these terms, or if you reject any part of them, you must immediately stop using this platform, including the site, application, or related services, and exit the platform. By continuing to use the site, application, or any associated services, you explicitly acknowledge and accept these terms, indicating your understanding and agreement to comply with and be bound by them. This includes an express waiver of your right to participate in a jury trial or join any class action lawsuit against us.

You also agree that any disputes arising from or related to these terms or your use of our services must be resolved exclusively in a small claims court or through mutual arbitration. Additionally, any claims must be made within one year of the alleged incident.

DePay simplifies performing peer-to-peer transactions between unhosted wallets on decentralized blockchain networks in accordance to the Financial Action Task Force's (FATF's) defintion of peer-to-peer transactions where two unhosted wallets act on their own behalf.

DePay does not perform any transactions, especially not on other people's behalf. Transactions are sent by unhosted wallets on people's own behalf using their self hosted crypto wallets and those transactions are executed and processed by blockchain networks.

DePay is not a payment processor. It operates exclusively as a software provider and never, at any point, has control or access to customer funds, even temporarily.

Provision of free, open-source software (under MIT)

DePay offers free, basic, open-source software to allow people to perform decentralized, peer-to-peer payements on decentralized blockchain networks.

All of DePay's open-source software is provisioned under the MIT open-source software license.

MIT License:

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

The software is provided "as is", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and noninfringement. In no event shall the authors or copyright holders be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the software or the use or other dealings in the software.

Provision of services

Registration

Registering a DePay Account – besides using DePay's open-source software – allows clients to easily manage decentralized, peer-to-peer payments for their applications and use cases. Using the open-source payment technologies provided by DePay does not require registration. The payment technologies and protocols itself are decentralized, open-source and processed by blockchain networks.

Account

In order to engage in centralized services on the DePay Products, the Client must create a DePay Account and provide all requested information to DePay. When a DePay Account is created, the Client agrees and warrants to:

• using secure ledgers/wallets for cryptographically secure account/wallet identification and authentication;
• users must use a ledger/wallet that is protected from unauthorized access at all times;
• to ensure secure identification and authentication, users must use an email that is protected from unauthorized access at all times;
• provide accurate and truthful information;
• maintain and promptly update the DePay Account information;
• promptly notify DePay if the Client discovers or otherwise suspects any security breaches related to the DePay Account; and
• take responsibility for all activities that occur under the DePay Account and accept all risks of any authorized or unauthorized access to the DePay Account, to the maximum extent permitted by law.

Two-Factor Authentication (2FA)

It is imperatively the Client’s responsibility to enable and maintain two-factor authentication (2FA) to bolster the security of the DePay Account. By integrating 2FA, the Client adds an additional layer of security to the account, requiring not just a single way to authenticate (wallet/email), but also a piece of information that only the Client has access to, such as a piece of a trusted device. The Client is urged to safeguard their 2FA backup codes and ensure that they are stored in a secure and isolated location, separate from their primary device.

Should the Client lose access to their 2FA device, the backup codes will be crucial for account recovery. In scenarios where the Client fails to secure or loses access to their 2FA device and backup codes, DePay shall not be held liable for any resultant loss or damages. Moreover, the Client is responsible for regularly reviewing and confirming the security of their 2FA setup and updating it as necessary to mitigate the risk of unauthorized access. The Client agrees to promptly notify DePay regarding any suspected breaches or vulnerabilities related to their 2FA.

End user

DePay end user licenses for centralized services apply on a per wallet address/account base. Per wallet address/account you need to purchase one end user license to access DePay's centralized services and products.

In case you change to or start using another wallet address/account you will need to purchase an end user license for that new wallet address/account in order to access DePay's centralized services and products for that wallet address/account.

Joint accounts

The client is not allowed to share the account with another individual or entity.

Reseller licenses

DePay may grant reseller licenses on an individual base under individual terms.

We appoint resellers and resellers agree to be appointed as an authorized, non-exclusive reseller and distributor of the DePay Products.

Resellers are allowed to activate end user licenses for their clients and to retrieve data collected for the end users they reselled to.

You must not resell or distribute, without DePay’s prior written consent, a DePay Product to any person or entity that resells or distributes, or intends to resell or distribute, the DePay Product. If DePay permits you to engage in sub-distribution or sub-resale, you must ensure that the sub-distributor or sub-reseller (as the case may be) complies with these Terms, and you are responsible for any liability incurred by DePay due to a sub-distributor’s or sub-reseller’s failure to do so.

Account security incidents

If the Clients suspects that his DePay Account or any of the security details have been compromised or the Client becomes aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting the DePay Account and/or DePay (together a "Security Breach"), the Client must notify DePay as soon as possible and continue to provide accurate and up to date information throughout the duration of the Security Breach. The Client must take all steps that are reasonably required to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may lead to the loss of Digital Assets maintained on the DePay Account.

Blockchain Ledger/Wallet

In order to access the DePay Products, the Client is required to use a crypto wallet or a ledger. The Client is responsible for keeping the electronic device through which he accesses the DePay Products safe and maintaining adequate security and control of any and all security details used to access the DePay Products. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is encrypted, and password protected. Any loss or compromise of the Client´s electronic device or security details may result in unauthorized access to the DePay Account by third-parties.

Authorization

Any person logging onto the system by using the Clients wallet/ledger shall have access to the DePay Products. The Client shall be obliged to keep their wallet/ledeger – especially it's private key and/or seed phrase – secret at all times, to keep it out of reach of third parties and to protect it from misuse. The Client shall bear sole responsibility for any consequences of the loss or misuse of his private key and or seedphrase and/or wallet/ledger. DePay shall not be liable for any damage resulting from the loss or misuse of the Client's private key, seedphrase, wallet or ledger. Except for gross negligence on the part of DePay, any loss or damage arising from invalidity or undiscovered fraud shall be borne by the Client. The Client undertakes to inform DePay immediately if the DePay Account needs to be blocked. At its discretion, DePay may likewise introduce and require additional levels of identification, such as 2-Factor-Authentication.

Documentation

DePay shall request additional information and/or documentation when deemed necessary to clarify any doubts relating to the Client's identity, the purpose of the relationship and/or related to any other topic. The Client accepts that depending on the service chosen, DePay may request further information and documents.

The client acknowledges that the deliberate provision of false information during the acceptance procedure is liable to prosecution according to Art. 251 Swiss Criminal Code E.

DePay is not, under any circumstance, obliged to return the documents provided by the Clients.

Acceptance

DePay shall unilaterally accept or reject potential Clients without giving reasons in accordance with its own internal rules, as well as international Anti-Money Laundering and Countering of Terrorism Financing regulations and guidelines (hereafter, "AML & CTF regulations and guidelines").

Termination

This Agreement is effective until terminated.

DePay has the right to terminate this Agreement with immediate effect as set forth herein for a breach of this Agreement by clients or if DePay reasonably suspects that clients have failed to abide by any of the terms and conditions of this Agreement. DePay may take any action DePay deems reasonable in it's sole discretion against clients who do not comply with the terms of this Agreement which may include banning clients. DePay reserves the right to determine what conduct to consider to be in violation of, or otherwise outside the intent or spirit of, this Agreement.

DePay reserves the right to block the Client's access to centralized services at any time, without explanation and without notice, to the extent it deems such blockage appropriate. The Client may at any time request DePay to terminate its DePay account with immediate effect.

DePay cannot block access to payment protocols and peer-to-peer payment tools and products that already have been deployed to decentralized blockchain networks.

Fiscal responsibility

The Client is aware and accepts that DePay does not provide any tax or legal advice of any kind. The Client confirms that he is in compliance with the tax regulations of the country or countries in which he assumes fiscal responsibility. DePay shall not verify the fiscal integrity of the Client and accepts no responsibility in this regard. The Client is aware that it is his responsibility to ensure that the fiscal implications of his activities with DePay are controlled. The Client will, if need be, request advice from legal or tax experts.

Lack of legal capacity

Damage resulting from the Client's lack of legal capacity shall be exclusively borne by the Client. In any event, the Client shall bear any damage resulting from lack of legal capacity on the part of other third parties having access to the Client's DePay Account.

DePay products

DePay provides an online, decentralized payment system that converts almost any digital asset to any other digital asset for the means of performing a payment using decentralized blockchain networks.

DePay as well as other Group entities undertake to make its technical systems and specialist knowledge available to Client to enable the latter to execute and receive payments. DePay grants its Clients the access to and right to use the DePay Products. Certain services are subject to fees according to a separate fee schedule.

The access and right of use are non-exclusive and non-transferable. The Client shall not be entitled in any event to copy, modify, reproduce the software provided by DePay nor to distribute it in any other way, except when explicitly allowed by DePay. Exceptions may apply to certain parts of the software under open source licensing when explicitly announced by DePay. The Client shall be liable to DePay for any damage resulting directly or indirectly from any infringement of this provision.

Information disclosed on the DePay Products

DePay strives to maintain the accuracy of information published on it's Platform and it's Products. However, it cannot guarantee the accuracy, suitability, reliability, completeness, performance or fitness for purpose of the content on the platform and will not accept any liability for any loss or damage that may arise directly or indirectly from the content. Information on the platform can be subjected to change without notice and is provided for the primary purpose of facilitating Clients to arrive at independent decisions.

NOT payment processing

DePay offers a software platform designed to facilitate peer-to-peer payments utilizing decentralized blockchain technologies. It's crucial to understand that DePay does not directly process these payments, nor does it ever hold or manage custody of funds at any juncture. Instead, all transactions and payment instructions are directly communicated to and executed by the respective blockchain networks.

In essence, DePay functions similarly to a CRM (Customer Relationship Management) system used in traditional business settings. Just as a CRM might track incoming customer payments, DePay digitally monitors the status of blockchain-based payments, allowing for efficient tracking and automation functionalities. When users engage with our platform, they are not sending payment instructions to DePay; they are transmitting them directly to the designated blockchain. Our primary role is to provide users with a streamlined interface to view, manage, and automate their payment interactions within the decentralized digital ecosystem.

Failed or delayed execution of payments

DePay is not liabile in the event of a failed or delayed execution of a payment due to the technical nature of blockchains.

Delayed execution is subject to blockchain network congestion during the time of the payment execution. Payment execution speed is also controlled by the selected amount of fees paid to the network to include the transaction into the respective blockchain which ultimately lies in the control of the payer.

Failed payment transactions are natrually reverted on all blockchain networks and can happen for various reasons. DePay is not liabile for the lost fees paid to the blockchain network to include the payment transaction into the blockchain.

Blockchain hard forks and reorgs

A hard fork (or hardfork), is a radical change to a network's protocol that makes previously invalid blocks and transactions valid, or vice-versa. A hard fork requires all nodes or users to upgrade to the latest version of the protocol software.

A chain reorganization, or "reorg," occurs when a blockchain produces blocks at the same time, e.g. if there is a bug, or due to a malicious attack. This results in a temporary duplicate blockchain. The longer a reorg lasts, the more damage is done to the network. Reorgs result in one or multiple blocks being removed from the blockchain since a longer chain has been created.

DePay is not liabile in the event of a blockchain network hard fork nor a network reorg.

Token Price Liability and Decentralized Exchange Quotes

DePay operates on the principle of using real-time quotes from supported decentralized exchanges to calculate token conversions. Clients selecting a particular token as an accepted means of payment must acknowledge and accept that the price of such token on the supported decentralized exchanges may vary. Such variations are a natural outcome of the decentralized market dynamics.

DePay is not responsible for the real-time quotes sourced from these decentralized exchanges. These quotes are inherently subject to the general risks associated with decentralized markets, including but not limited to liquidity risks, volatility, and market manipulation.

Therefore, DePay shall bear no liability for any discrepancies, losses, or unforeseen financial implications resulting from these quotes or the final conversion rate offered at the time of a transaction. Clients are advised to understand and accept these risks when engaging in transactions using DePay's platform.

Outsourcing

DePay reserves the right to outsource all or part of its activities under its monitoring and its own responsibility, with respect to the applicable legal and regulatory provisions in this regard. DePay is thus authorized to call on the assistance of Group entities or independent companies. Where information regarding the Client is communicated to an external service provider or another Group entity, this is covered by the rules on data protection.

Exclusion of liability

DePay shall not be held liable by the Client for proven damage resulting from any action or omission, except in the event of malicious intent or gross negligence. In the event of an error made by a service provider, DePay shall only be responsible if it neglected its obligations of due diligence when selecting and instructing the service provider.

DePay provides peer-to-peer payment software enabling direct transactions between payers and third-party recipients. DePay does not act as an intermediary in these transactions. Any payer utilizing DePay to transact with third-party recipients acknowledges that these third parties are solely responsible for the offerings and the fulfillment thereof. DePay shall bear no liability, whether direct or indirect, arising from the actions or omissions of these third parties, including but not limited to, the delivery, quality, safety, legality, or any other aspect of the goods or services offered or provided by them.

Fees

Fees, remuneration and compensation

DePay shall credit and debit commission, agreed or standard fees due in accordance with the schedule published on its website. DePay reserves the right to modify its rates and commission at any time, particularly in the event of changes in market conditions. It shall inform the Client thereof by means of circular, publication on its website, e-mail, notification in the Client's account, or by any other means deemed appropriate. These changes are considered to have been approved unless challenged in writing within one month. The Client acknowledges and accepts that DePay may be required to pay to third parties, especially blockchain network fees, compensation, remuneration and other benefits, including retrocessions and other indirect monetary benefits (hereinafter "remunerations") for the provision of services. These remunerations are paid by the User and/or based on the assets converted for performing payments. In the event of conflicts of interest based on the services indicated above, DePay shall ensure that the Client's interests are protected. DePay is free to set the amount of compensation for complementary services which are not subject to a fee or service tariff but which it has provided to the Client at his request and in his presumed interest and, based on the situation, which may only be requested in return for compensation.

Fair use policy

This Fair Use Policy ("FUP") is designed to prevent misuse of the services provided by DePay. Our goal is to ensure high-quality service for all users by setting reasonable limits on the use of our resources.

Users are expected to utilize the services within the predefined limits set out in their specific service agreements. These limits are in place to prevent service degradation due to excessive use.

The following uses of our services are strictly prohibited:

• Automated or Non-Human Interactions: Any automated use of the service that is not explicitly permitted.
• Excessive Consumption: Utilization of the service in a manner that disproportionately impacts the service quality for other users.
• Illegal Activities: Using the service for any illegal or unauthorized purpose.

Payment requests

DePay strictly prohibits non-transactional payment requests. Such requests, which are not directly linked to a specific service or product that a user has initiated, are considered a breach of our user trust and service agreement. Furthermore, we take a firm stance against mass outreach for payment requests. This practice, often involving bulk emails or messages soliciting payments without a direct and individual transactional basis, is not aligned with our commitment to personalized and legitimate transactions. We diligently monitor all payment request activities on our platform to ensure adherence to these principles. Violations, which include issuing non-transactional requests or engaging in unauthorized mass payment solicitations, are subject to immediate corrective action, potentially leading to service suspension or termination. We encourage our users to report any payment requests that appear non-transactional or part of unsolicited mass outreach. Such vigilance helps us maintain a secure and trustworthy payment environment. Changes to this policy, reflecting evolving best practices and regulatory requirements, will be communicated directly to our users. For any queries or concerns regarding our payment request policies, we welcome users to reach out through our designated contact channels.

Confidentiality

Confidentiality and renunciation of confidentiality

DePay is committed to adhere to confidentiality and secrecy regulations. DePay is aiming to observe the strictest discretion regarding business relationships with its Clients. The provided confidentiality remains valid, even after these relationships have ceased. The Client hereby releases DePay from its duty of confidentiality insofar as this is necessary in order to protect the Client's and/or DePay's legitimate interests, in particular:

• in the event of supervisory or other competent authorities' actions
• in the event of legal action being instigated by the Client against the DePay;
• to secure DePay's claims or realize collateral provided by the Client or third parties;
• for the purpose of establishing interests in favor of a third party;
• for the purpose of collecting claims held by DePay against the Client;
• in the event of accusations made by the Client against DePay in public or before domestic or foreign authorities;

DePay is explicitly authorized to disclose confidential information to fulfill its legal, administrative and/or statutory duties of disclosure.

Various

Confirmations and/or notifications

All notifications from DePay may, at its own discretion, be sent by e-mail or any other mode of communication deemed appropriate by DePay. Notifications shall be deemed duly delivered as soon as they have been sent to the most recent address supplied by the Client to DePay. The Client shall bear all risk of delay, loss or falsification of the notifications sent to him. The Clients are fully responsible for acknowledging the content and consequences of the notifications, as well as take the necessary actions where required.

Monitoring and recording of communication

The Client explicitly authorizes DePay to record and store, without further prior notice, conversations and other communications, particularly electronic communications, in a manner which DePay at its discretion deems appropriate, and to monitor the Client's electronic communications with DePay. In the event of disputes, DePay reserves the right to make use of such recordings as means of evidence.

Hardware/Software and access to DePay products/website

The Client shall assume responsibility for technical access to DePay's services. The Client shall be responsible for acquiring, installing and configuring hardware and software appropriate to establish a connection to the DePay Products (computer, modem, bowser, etc.), as well as contracting Internet service provider. Consequently, DePay shall not assume any responsibility for the Internet service provider or for any software and hardware failure. Save where guilty or gross negligence or willful intent, DePay shall not be liable for any damage resulting from the Client's failure to perform his contractual obligations due to lack of Internet access and/or any hardware or software deficiency towards DePay or in connection with trading and exchanging operations. DePay is not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect the Client´s computer or other equipment, or any phishing, spoofing or other attack. DePay advises the regular use of a reputable and readily available virus screening and prevention software. The Client should be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. DePay client support will never ask to screen share or otherwise seek to access Client´s computer or account; similarly, DePay will not ask for the two actor authentication codes. The Client should always log into his DePay Account through the DePay website to review any transactions or required actions in case of any uncertainty regarding the authenticity of any communication

Reservation of legal requirements

All existing or future statutory provisions, administrative regulations and other applicable regulatory requirements in the field of the provided services, data protection, money laundering and the operation and use of the Internet and any other provision or regulation governing the services offered by DePay are reserved and shall apply to the provision of DePay's services as of their entry into force.

Client support

Any complaint by the Client concerning the execution or non-execution of any payment, and any objections concerning a DePay Account statement or any other notifications from DePay must be made immediately. The execution or non-execution or, as applicable, the statement or notification concerned shall be deemed to have been approved if no complaint was raised. Where the Client has received no notification, he must make the complaint as if such notification had been duly received. The Client shall bear the consequences of any delay in making the complaint. Express or tacit acknowledgement of an account or custody account statement shall be deemed to constitute approval of all the items it includes and of any reservation made by DePay.

Copyright & marks

You must not remove or change any copyright, trademark, trade name, logo, or other notice, legend, symbol, or label appearing on or in the DePay Products; except that you may include your own trademarks, trade names, and service marks.

Amendment of these Terms

DePay shall be entitled to amend the provisions of this Agreement and the services offered unilaterally at any time. Such amendment shall be notified to the Client in an appropriate manner and shall be deemed accepted unless the Client submits a written objection within one month of the date on which the amendment was notified. Should any provision of the present Conditions and Regulations be or become invalid or partially ineffective, the other provisions shall not be affected, and the Parties shall use their best efforts to reach agreement or have the invalid provision replaced by a valid arrangement coming as close as possible to the purpose of the invalid provision and to the intention of the parties affected by this provision.

The Client accepts the Terms and all legal information published on DePay's websites.

Access to and use of the DePay Account and the DePay Products services shall be subject to client's compliance with all provisions set forth in the Terms.