Terms of Service
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Legal Documentation
Terms of services
Privacy policy
Payment-as-a-Service – Terms of Service (Platform Terms)
Last Updated: 2025.03.03
This Master Agreement (“Agreement”) is entered into between ComplyPay (“ComplyPay”, “we”, “us”, “our”), a company legally registered as ZTLment ApS, and the “Customer” (as defined below). This Agreement governs the provision of payment services by ComplyPay to the Customer and is supplemented by the applicable order form and/or any agreed upon custom service level agreement.
Detailed specifications, including fee schedules and product description, are set forth in the applicable Order Form. In the event of any conflict between the Order Form and these Terms, the Order Form shall take precedence.
1. Definitions
1.1 “Order Form” means the document or electronic form executed by the parties that specifies the specific services, fees, and other transaction-specific details which form part of this Agreement. The Order Form and these Terms together constitute the entire Agreement.
1.2 “Customer” means the merchant, online marketplace or service provider that contracts with ComplyPay to utilise the payment services.
1.3 “Funds” means the funds that are subject to a payment order being initiated by a Customer.
1.4 “Payment Order” An instruction from a payer or a payee to a provider of payment services to execute a payment transaction. The Customer is the initiator of the payment order.
1.5 “Service” refers to ComplyPay’s payment-as-a-service offering, More detailed specifications are set forth in the applicable Order Form.
1.6 “KYC” means the process of verifying the identity and authority of a party as required by applicable AML/CFT regulations.
2. Applicability
2.1 These Terms apply to all Order Forms between ComplyPay and the Customer. The Order Form and these Terms are collectively referred to as the “Agreement.” In the event of any conflict between the Order Form and these Terms, the Order Form shall prevail.
2.2 ComplyPay reserves the right to amend or update these Terms from time to time. The Customer will be informed of any changes. If any changes to these Terms have a materially adverse effect on the Customer’s business operations, the Customer may, within thirty (30) days after such changes are published, terminate the Agreement for convenience by providing thirty (30) days’ written notice to ComplyPay.
3. Scope and Availability of Service
3.1 The Customer acknowledges and agrees that its use of the Service is at its sole risk.
3.2 ComplyPay may adjust and improve the Service from time to time in order to provide a market-leading payment platform. The Customer acknowledges that the Service may occasionally be unavailable or its functionality limited due to maintenance and updates.
3.3 ComplyPay reserves the right to disable access to the Service and/or terminate the Agreement with immediate effect and without prior notice if, in its sole discretion, such action is necessary to prevent misuse of the Service or to safeguard its interests. This includes, but is not limited to, circumstances where a user account is suspected to be compromised or where the Customer is in breach of its warranties under this Agreement.
4. Prevention of Money Laundering and Counter Terror Financing
4.1 ComplyPay is obliged to comply with European and Danish AML regulations. The Customer is obligated to provide all relevant KYC information, including details on beneficial owners, changes of ownership, sources of funds, and any other information requested by ComplyPay to document compliance with applicable AML regulations.
4.2 ComplyPay reserves the right to conduct any necessary checks related to money laundering, terrorism financing, fraud, or other illegal activities before executing a payment order.
4.3 The Customer is strictly prohibited from using the Service for any illegal purposes, including fraud or money laundering. ComplyPay will report any suspicious activity to the relevant law enforcement agencies. The Customer agrees not to abuse, exploit, or circumvent any applicable laws or regulations.
4.4 ComplyPay may suspend or close access to the Service either immediately or with prior notice (as deemed reasonable) if it has reasonable grounds to believe that the Customer is involved in fraudulent activity, money laundering, terrorism financing, or other criminal or illegal conduct.
5. Right to Use
5.1 ComplyPay grants the Customer a non-exclusive, time-limited (for the duration of the Term), worldwide right to access and use the Service for its internal business purposes, as specified in the Order Form.
5.2 The Customer may authorise up to 10 users (“Authorised Users”) of the Service, or as otherwise specified in the Order Form. User licenses may not be shared among multiple users. The Customer is solely responsible for all activities conducted under its account, including any unauthorised use or non-compliance with this Agreement by its employees or Authorised Users. ComplyPay reserves the right to monitor the number of active users and restrict access if the number of Authorised Users is exceeded.
5.3 The Customer shall not:
Make the Service available to any third party other than its Authorised Users;
Sell, resell, license, sublicense, lease, rent, outsource, time-share, or otherwise permit access to or use of the Service to any third party;
Permit any other person to access, copy, translate, create a derivative work of, deconstruct, reverse engineer, disassemble, or decompile the Service or its related components;
Use any security testing tools to scan or attempt to penetrate the Service.
6. Prices and Payment
6.1 The Customer shall pay all fees for the Service as set forth in the Order Form.
6.2 The annual subscription fee or any other payment due as set forth in the Order Form will be invoiced on the Effective Date.
6.3 ComplyPay may adjust fees with at least thirty (30) days’ notice. If any fee adjustment exceeds a 10% increase over the previous annual fee, the Customer shall have the right to terminate the affected portion of the Agreement for convenience within the notice period.
6.4 Payment is due within eight (8) days from the invoice date. If payment is not received within sixty (60) days, ComplyPay may charge interest on the overdue amount at 15% per annum, starting thirty (30) days after the invoice date, until payment is received. ComplyPay may suspend the Service immediately if payment is delayed by more than thirty (30) days.
6.5 The Customer is not entitled to suspend or offset any invoice from ComplyPay.
6.6 All fees listed in the Order Form are exclusive of any applicable taxes and tariffs. The Customer shall pay all such taxes directly to the relevant authorities and provide verification of payment upon request. The Customer shall also reimburse ComplyPay for any costs incurred due to late payment, miscalculation of taxes, or failure to provide required verification.
7. Safeguarding of Funds
7.1 Funds received from acquiring transactions or top-ups will be held separate to ComplyPay’s operational funds in a safeguarded account with a third party banking institution in accordance with ComplyPay’s Safeguarding of Funds Policy.
7.2 To the extent of applicable Law and ComplyPay’s payment institution license, ComplyPay may invest funds that it holds. ComplyPay holds these investments separate from investments made with its own funds, and the User will not receive any earnings from these investments. ComplyPay's investment of funds will not affect or delay ComplyPay’s payment obligations to the Customer under this Agreement.
8. Intellectual Property Rights
8.1 All intellectual property rights, including copyrights, patents, trademarks, industrial design rights, and trade secrets in the Service and any improvements thereto, are owned by ComplyPay.
8.2 Nothing in this Agreement grants the Customer any ownership rights in the Service. The Customer acknowledges that by using the Service, it does not acquire any such rights.
9. Confidentiality
9.1 During the course of this Agreement, each party (the “Receiving Party”) may receive confidential information (“Confidential Information”) regarding the other party’s technology, business operations, and trade secrets.
9.2 The Receiving Party agrees to maintain the confidentiality of such information using at least the same degree of care as it uses for its own confidential information, but no less than reasonable care. Confidential Information may only be disclosed to Affiliates or, where ComplyPay is the Receiving Party, to ComplyPay’s service providers solely for providing the Service.
9.3 The Customer shall not disclose the terms of the Order Form or these Terms to any third party without prior written consent, except to professional advisors under a strict duty of confidentiality or as required by law.
10. Warranties
10.1 ComplyPay warrants that the Service will operate materially in accordance with the relevant documentation provided to the Customer and comply with applicable laws and regulations. ComplyPay will use commercially reasonable efforts to remedy any breach of its warranties, which is the sole remedy available to the Customer.
10.2 The Customer warrants that its use of the Service complies with all applicable laws and regulations and that it will not use the Service for any unlawful or fraudulent purposes or in any manner that violates applicable standards or sanctions.
11. Limitation of Liability
11.1 ComplyPay’s liability for its Services shall be governed by Danish law.
11.2 ComplyPay shall not be liable for any indirect, special, or consequential damages, including loss of profit, revenue, business, or anticipated savings, or for any damage to reputation.
11.3 To the maximum extent permitted by law, ComplyPay disclaims all warranties, whether express or implied, including those of merchantability, fitness for a particular purpose, and non-infringement.
11.4 The Customer and its users shall familiarise themselves with ComplyPay’s current version as continuously updated of best practice for user identification and private key management found here. In particular, the Customer and its users are required to familiarise themselves with the export function of private keys as such export of private keys may have severe security consequences in case they are not stored safely and securely. If the Customer or users choose to use the export functionality it is the responsibility of the Customer that the exported keys are safely stored. ComplyPay thus recognises that the Customer and its users may sign off transactions without the use of the Service provided by ComplyPay, but under no circumstances is ComplyPay liable for such use of the public-private key pairs provided as part of the Service.
11.5 In no event shall ComplyPay’s total liability exceed the fees paid by the Customer during the Subscription Period in which the claim arose.
12. Termination
12.1 During the Term, the Agreement may be terminated as follows:
by ComplyPay for convenience upon three (3) months’ written notice;
by the Customer as provided for in the Order Form;
or by either party with immediate effect if the other party materially breaches this Agreement and fails to remedy such breach within thirty (30) days after written notice.
12.2 Upon termination, the Customer’s right to use the Service shall cease immediately, and the Customer shall promptly delete all Confidential Information of ComplyPay in its possession.
12.3 If the Agreement is terminated by ComplyPay for convenience (as per clause 12.1(i)) and the Customer is no longer granted access to the Service, ComplyPay shall pay the Customer an amount equal to the difference between the fees paid and the proportionate period of Service that would have been provided.
13. Processing of Personal Data
13.1 ComplyPay will process personal data as necessary to fulfill its contractual obligations to provide payment services and to comply with legal obligations, including AML requirements.
13.2 ComplyPay complies with the GDPR principles of lawfulness, transparency, fairness, purpose limitation, data minimisation, accuracy, storage limitation, and confidentiality and integrity.
13.3 As part of its payment processing infrastructure, ComplyPay records certain transaction data on a public blockchain. This is done to ensure transparency, auditability, and security. All data recorded on the blockchain is anonymized and does not contain personally identifiable information (PII) related to Customers, end-users, or any other parties.
13.4 Further details regarding personal data processing and the Customer’s rights are available in our Data Privacy Policy.
14. Indemnification
The Customer shall indemnify ComplyPay for any damages, losses, costs, or expenses (including reasonable legal fees) incurred as a result of any breach or misuse of the Service by the Customer.
15. Force Majeure
ComplyPay shall not be liable for any failure or delay in providing the Service due to causes beyond its reasonable control, including, without limitation, acts of God, riots, war, terrorist acts, computer viruses, cyber attacks, network outages, epidemics, pandemics, quarantines, strikes, labour disputes, government orders, fires, or floods. In such cases, ComplyPay may suspend the Service or terminate the Customer’s access without liability.
16. Miscellaneous
16.1 The Customer may not assign any rights or obligations under this Agreement without ComplyPay’s prior written consent. ComplyPay may transfer its rights and obligations under this Agreement to any third party without the Customer’s consent.
16.2 A waiver of any breach shall be effective only in the instance specified and shall not constitute a continuing waiver of any subsequent breach.
16.3 The Order Form and these Terms constitute the entire Agreement between the parties with respect to the Service and supersede all prior or contemporaneous communications or agreements.
16.4 If any provision of these Terms is held to be ineffective or unenforceable, the remaining provisions shall remain in full force and effect.
16.5 ComplyPay’s failure to enforce any right under this Agreement shall not be deemed a waiver of that right.
17. Governing Law and Dispute Resolution
17.1 This Agreement shall be governed by and construed in accordance with the laws of Denmark, without regard to conflict of law principles.
17.2 Any dispute arising out of or in connection with this Agreement shall be resolved by the Danish Institute of Arbitration in Copenhagen in accordance with its rules of simplified arbitration procedure. The language of arbitration shall be English.
Legal Documentation
Terms of services
Privacy policy
Payment-as-a-Service – Terms of Service (Platform Terms)
Last Updated: 2025.03.03
This Master Agreement (“Agreement”) is entered into between ComplyPay (“ComplyPay”, “we”, “us”, “our”), a company legally registered as ZTLment ApS, and the “Customer” (as defined below). This Agreement governs the provision of payment services by ComplyPay to the Customer and is supplemented by the applicable order form and/or any agreed upon custom service level agreement.
Detailed specifications, including fee schedules and product description, are set forth in the applicable Order Form. In the event of any conflict between the Order Form and these Terms, the Order Form shall take precedence.
1. Definitions
1.1 “Order Form” means the document or electronic form executed by the parties that specifies the specific services, fees, and other transaction-specific details which form part of this Agreement. The Order Form and these Terms together constitute the entire Agreement.
1.2 “Customer” means the merchant, online marketplace or service provider that contracts with ComplyPay to utilise the payment services.
1.3 “Funds” means the funds that are subject to a payment order being initiated by a Customer.
1.4 “Payment Order” An instruction from a payer or a payee to a provider of payment services to execute a payment transaction. The Customer is the initiator of the payment order.
1.5 “Service” refers to ComplyPay’s payment-as-a-service offering, More detailed specifications are set forth in the applicable Order Form.
1.6 “KYC” means the process of verifying the identity and authority of a party as required by applicable AML/CFT regulations.
2. Applicability
2.1 These Terms apply to all Order Forms between ComplyPay and the Customer. The Order Form and these Terms are collectively referred to as the “Agreement.” In the event of any conflict between the Order Form and these Terms, the Order Form shall prevail.
2.2 ComplyPay reserves the right to amend or update these Terms from time to time. The Customer will be informed of any changes. If any changes to these Terms have a materially adverse effect on the Customer’s business operations, the Customer may, within thirty (30) days after such changes are published, terminate the Agreement for convenience by providing thirty (30) days’ written notice to ComplyPay.
3. Scope and Availability of Service
3.1 The Customer acknowledges and agrees that its use of the Service is at its sole risk.
3.2 ComplyPay may adjust and improve the Service from time to time in order to provide a market-leading payment platform. The Customer acknowledges that the Service may occasionally be unavailable or its functionality limited due to maintenance and updates.
3.3 ComplyPay reserves the right to disable access to the Service and/or terminate the Agreement with immediate effect and without prior notice if, in its sole discretion, such action is necessary to prevent misuse of the Service or to safeguard its interests. This includes, but is not limited to, circumstances where a user account is suspected to be compromised or where the Customer is in breach of its warranties under this Agreement.
4. Prevention of Money Laundering and Counter Terror Financing
4.1 ComplyPay is obliged to comply with European and Danish AML regulations. The Customer is obligated to provide all relevant KYC information, including details on beneficial owners, changes of ownership, sources of funds, and any other information requested by ComplyPay to document compliance with applicable AML regulations.
4.2 ComplyPay reserves the right to conduct any necessary checks related to money laundering, terrorism financing, fraud, or other illegal activities before executing a payment order.
4.3 The Customer is strictly prohibited from using the Service for any illegal purposes, including fraud or money laundering. ComplyPay will report any suspicious activity to the relevant law enforcement agencies. The Customer agrees not to abuse, exploit, or circumvent any applicable laws or regulations.
4.4 ComplyPay may suspend or close access to the Service either immediately or with prior notice (as deemed reasonable) if it has reasonable grounds to believe that the Customer is involved in fraudulent activity, money laundering, terrorism financing, or other criminal or illegal conduct.
5. Right to Use
5.1 ComplyPay grants the Customer a non-exclusive, time-limited (for the duration of the Term), worldwide right to access and use the Service for its internal business purposes, as specified in the Order Form.
5.2 The Customer may authorise up to 10 users (“Authorised Users”) of the Service, or as otherwise specified in the Order Form. User licenses may not be shared among multiple users. The Customer is solely responsible for all activities conducted under its account, including any unauthorised use or non-compliance with this Agreement by its employees or Authorised Users. ComplyPay reserves the right to monitor the number of active users and restrict access if the number of Authorised Users is exceeded.
5.3 The Customer shall not:
Make the Service available to any third party other than its Authorised Users;
Sell, resell, license, sublicense, lease, rent, outsource, time-share, or otherwise permit access to or use of the Service to any third party;
Permit any other person to access, copy, translate, create a derivative work of, deconstruct, reverse engineer, disassemble, or decompile the Service or its related components;
Use any security testing tools to scan or attempt to penetrate the Service.
6. Prices and Payment
6.1 The Customer shall pay all fees for the Service as set forth in the Order Form.
6.2 The annual subscription fee or any other payment due as set forth in the Order Form will be invoiced on the Effective Date.
6.3 ComplyPay may adjust fees with at least thirty (30) days’ notice. If any fee adjustment exceeds a 10% increase over the previous annual fee, the Customer shall have the right to terminate the affected portion of the Agreement for convenience within the notice period.
6.4 Payment is due within eight (8) days from the invoice date. If payment is not received within sixty (60) days, ComplyPay may charge interest on the overdue amount at 15% per annum, starting thirty (30) days after the invoice date, until payment is received. ComplyPay may suspend the Service immediately if payment is delayed by more than thirty (30) days.
6.5 The Customer is not entitled to suspend or offset any invoice from ComplyPay.
6.6 All fees listed in the Order Form are exclusive of any applicable taxes and tariffs. The Customer shall pay all such taxes directly to the relevant authorities and provide verification of payment upon request. The Customer shall also reimburse ComplyPay for any costs incurred due to late payment, miscalculation of taxes, or failure to provide required verification.
7. Safeguarding of Funds
7.1 Funds received from acquiring transactions or top-ups will be held separate to ComplyPay’s operational funds in a safeguarded account with a third party banking institution in accordance with ComplyPay’s Safeguarding of Funds Policy.
7.2 To the extent of applicable Law and ComplyPay’s payment institution license, ComplyPay may invest funds that it holds. ComplyPay holds these investments separate from investments made with its own funds, and the User will not receive any earnings from these investments. ComplyPay's investment of funds will not affect or delay ComplyPay’s payment obligations to the Customer under this Agreement.
8. Intellectual Property Rights
8.1 All intellectual property rights, including copyrights, patents, trademarks, industrial design rights, and trade secrets in the Service and any improvements thereto, are owned by ComplyPay.
8.2 Nothing in this Agreement grants the Customer any ownership rights in the Service. The Customer acknowledges that by using the Service, it does not acquire any such rights.
9. Confidentiality
9.1 During the course of this Agreement, each party (the “Receiving Party”) may receive confidential information (“Confidential Information”) regarding the other party’s technology, business operations, and trade secrets.
9.2 The Receiving Party agrees to maintain the confidentiality of such information using at least the same degree of care as it uses for its own confidential information, but no less than reasonable care. Confidential Information may only be disclosed to Affiliates or, where ComplyPay is the Receiving Party, to ComplyPay’s service providers solely for providing the Service.
9.3 The Customer shall not disclose the terms of the Order Form or these Terms to any third party without prior written consent, except to professional advisors under a strict duty of confidentiality or as required by law.
10. Warranties
10.1 ComplyPay warrants that the Service will operate materially in accordance with the relevant documentation provided to the Customer and comply with applicable laws and regulations. ComplyPay will use commercially reasonable efforts to remedy any breach of its warranties, which is the sole remedy available to the Customer.
10.2 The Customer warrants that its use of the Service complies with all applicable laws and regulations and that it will not use the Service for any unlawful or fraudulent purposes or in any manner that violates applicable standards or sanctions.
11. Limitation of Liability
11.1 ComplyPay’s liability for its Services shall be governed by Danish law.
11.2 ComplyPay shall not be liable for any indirect, special, or consequential damages, including loss of profit, revenue, business, or anticipated savings, or for any damage to reputation.
11.3 To the maximum extent permitted by law, ComplyPay disclaims all warranties, whether express or implied, including those of merchantability, fitness for a particular purpose, and non-infringement.
11.4 The Customer and its users shall familiarise themselves with ComplyPay’s current version as continuously updated of best practice for user identification and private key management found here. In particular, the Customer and its users are required to familiarise themselves with the export function of private keys as such export of private keys may have severe security consequences in case they are not stored safely and securely. If the Customer or users choose to use the export functionality it is the responsibility of the Customer that the exported keys are safely stored. ComplyPay thus recognises that the Customer and its users may sign off transactions without the use of the Service provided by ComplyPay, but under no circumstances is ComplyPay liable for such use of the public-private key pairs provided as part of the Service.
11.5 In no event shall ComplyPay’s total liability exceed the fees paid by the Customer during the Subscription Period in which the claim arose.
12. Termination
12.1 During the Term, the Agreement may be terminated as follows:
by ComplyPay for convenience upon three (3) months’ written notice;
by the Customer as provided for in the Order Form;
or by either party with immediate effect if the other party materially breaches this Agreement and fails to remedy such breach within thirty (30) days after written notice.
12.2 Upon termination, the Customer’s right to use the Service shall cease immediately, and the Customer shall promptly delete all Confidential Information of ComplyPay in its possession.
12.3 If the Agreement is terminated by ComplyPay for convenience (as per clause 12.1(i)) and the Customer is no longer granted access to the Service, ComplyPay shall pay the Customer an amount equal to the difference between the fees paid and the proportionate period of Service that would have been provided.
13. Processing of Personal Data
13.1 ComplyPay will process personal data as necessary to fulfill its contractual obligations to provide payment services and to comply with legal obligations, including AML requirements.
13.2 ComplyPay complies with the GDPR principles of lawfulness, transparency, fairness, purpose limitation, data minimisation, accuracy, storage limitation, and confidentiality and integrity.
13.3 As part of its payment processing infrastructure, ComplyPay records certain transaction data on a public blockchain. This is done to ensure transparency, auditability, and security. All data recorded on the blockchain is anonymized and does not contain personally identifiable information (PII) related to Customers, end-users, or any other parties.
13.4 Further details regarding personal data processing and the Customer’s rights are available in our Data Privacy Policy.
14. Indemnification
The Customer shall indemnify ComplyPay for any damages, losses, costs, or expenses (including reasonable legal fees) incurred as a result of any breach or misuse of the Service by the Customer.
15. Force Majeure
ComplyPay shall not be liable for any failure or delay in providing the Service due to causes beyond its reasonable control, including, without limitation, acts of God, riots, war, terrorist acts, computer viruses, cyber attacks, network outages, epidemics, pandemics, quarantines, strikes, labour disputes, government orders, fires, or floods. In such cases, ComplyPay may suspend the Service or terminate the Customer’s access without liability.
16. Miscellaneous
16.1 The Customer may not assign any rights or obligations under this Agreement without ComplyPay’s prior written consent. ComplyPay may transfer its rights and obligations under this Agreement to any third party without the Customer’s consent.
16.2 A waiver of any breach shall be effective only in the instance specified and shall not constitute a continuing waiver of any subsequent breach.
16.3 The Order Form and these Terms constitute the entire Agreement between the parties with respect to the Service and supersede all prior or contemporaneous communications or agreements.
16.4 If any provision of these Terms is held to be ineffective or unenforceable, the remaining provisions shall remain in full force and effect.
16.5 ComplyPay’s failure to enforce any right under this Agreement shall not be deemed a waiver of that right.
17. Governing Law and Dispute Resolution
17.1 This Agreement shall be governed by and construed in accordance with the laws of Denmark, without regard to conflict of law principles.
17.2 Any dispute arising out of or in connection with this Agreement shall be resolved by the Danish Institute of Arbitration in Copenhagen in accordance with its rules of simplified arbitration procedure. The language of arbitration shall be English.
Legal Documentation
Terms of services
Privacy policy
Payment-as-a-Service – Terms of Service (Platform Terms)
Last Updated: 2025.03.03
This Master Agreement (“Agreement”) is entered into between ComplyPay (“ComplyPay”, “we”, “us”, “our”), a company legally registered as ZTLment ApS, and the “Customer” (as defined below). This Agreement governs the provision of payment services by ComplyPay to the Customer and is supplemented by the applicable order form and/or any agreed upon custom service level agreement.
Detailed specifications, including fee schedules and product description, are set forth in the applicable Order Form. In the event of any conflict between the Order Form and these Terms, the Order Form shall take precedence.
1. Definitions
1.1 “Order Form” means the document or electronic form executed by the parties that specifies the specific services, fees, and other transaction-specific details which form part of this Agreement. The Order Form and these Terms together constitute the entire Agreement.
1.2 “Customer” means the merchant, online marketplace or service provider that contracts with ComplyPay to utilise the payment services.
1.3 “Funds” means the funds that are subject to a payment order being initiated by a Customer.
1.4 “Payment Order” An instruction from a payer or a payee to a provider of payment services to execute a payment transaction. The Customer is the initiator of the payment order.
1.5 “Service” refers to ComplyPay’s payment-as-a-service offering, More detailed specifications are set forth in the applicable Order Form.
1.6 “KYC” means the process of verifying the identity and authority of a party as required by applicable AML/CFT regulations.
2. Applicability
2.1 These Terms apply to all Order Forms between ComplyPay and the Customer. The Order Form and these Terms are collectively referred to as the “Agreement.” In the event of any conflict between the Order Form and these Terms, the Order Form shall prevail.
2.2 ComplyPay reserves the right to amend or update these Terms from time to time. The Customer will be informed of any changes. If any changes to these Terms have a materially adverse effect on the Customer’s business operations, the Customer may, within thirty (30) days after such changes are published, terminate the Agreement for convenience by providing thirty (30) days’ written notice to ComplyPay.
3. Scope and Availability of Service
3.1 The Customer acknowledges and agrees that its use of the Service is at its sole risk.
3.2 ComplyPay may adjust and improve the Service from time to time in order to provide a market-leading payment platform. The Customer acknowledges that the Service may occasionally be unavailable or its functionality limited due to maintenance and updates.
3.3 ComplyPay reserves the right to disable access to the Service and/or terminate the Agreement with immediate effect and without prior notice if, in its sole discretion, such action is necessary to prevent misuse of the Service or to safeguard its interests. This includes, but is not limited to, circumstances where a user account is suspected to be compromised or where the Customer is in breach of its warranties under this Agreement.
4. Prevention of Money Laundering and Counter Terror Financing
4.1 ComplyPay is obliged to comply with European and Danish AML regulations. The Customer is obligated to provide all relevant KYC information, including details on beneficial owners, changes of ownership, sources of funds, and any other information requested by ComplyPay to document compliance with applicable AML regulations.
4.2 ComplyPay reserves the right to conduct any necessary checks related to money laundering, terrorism financing, fraud, or other illegal activities before executing a payment order.
4.3 The Customer is strictly prohibited from using the Service for any illegal purposes, including fraud or money laundering. ComplyPay will report any suspicious activity to the relevant law enforcement agencies. The Customer agrees not to abuse, exploit, or circumvent any applicable laws or regulations.
4.4 ComplyPay may suspend or close access to the Service either immediately or with prior notice (as deemed reasonable) if it has reasonable grounds to believe that the Customer is involved in fraudulent activity, money laundering, terrorism financing, or other criminal or illegal conduct.
5. Right to Use
5.1 ComplyPay grants the Customer a non-exclusive, time-limited (for the duration of the Term), worldwide right to access and use the Service for its internal business purposes, as specified in the Order Form.
5.2 The Customer may authorise up to 10 users (“Authorised Users”) of the Service, or as otherwise specified in the Order Form. User licenses may not be shared among multiple users. The Customer is solely responsible for all activities conducted under its account, including any unauthorised use or non-compliance with this Agreement by its employees or Authorised Users. ComplyPay reserves the right to monitor the number of active users and restrict access if the number of Authorised Users is exceeded.
5.3 The Customer shall not:
Make the Service available to any third party other than its Authorised Users;
Sell, resell, license, sublicense, lease, rent, outsource, time-share, or otherwise permit access to or use of the Service to any third party;
Permit any other person to access, copy, translate, create a derivative work of, deconstruct, reverse engineer, disassemble, or decompile the Service or its related components;
Use any security testing tools to scan or attempt to penetrate the Service.
6. Prices and Payment
6.1 The Customer shall pay all fees for the Service as set forth in the Order Form.
6.2 The annual subscription fee or any other payment due as set forth in the Order Form will be invoiced on the Effective Date.
6.3 ComplyPay may adjust fees with at least thirty (30) days’ notice. If any fee adjustment exceeds a 10% increase over the previous annual fee, the Customer shall have the right to terminate the affected portion of the Agreement for convenience within the notice period.
6.4 Payment is due within eight (8) days from the invoice date. If payment is not received within sixty (60) days, ComplyPay may charge interest on the overdue amount at 15% per annum, starting thirty (30) days after the invoice date, until payment is received. ComplyPay may suspend the Service immediately if payment is delayed by more than thirty (30) days.
6.5 The Customer is not entitled to suspend or offset any invoice from ComplyPay.
6.6 All fees listed in the Order Form are exclusive of any applicable taxes and tariffs. The Customer shall pay all such taxes directly to the relevant authorities and provide verification of payment upon request. The Customer shall also reimburse ComplyPay for any costs incurred due to late payment, miscalculation of taxes, or failure to provide required verification.
7. Safeguarding of Funds
7.1 Funds received from acquiring transactions or top-ups will be held separate to ComplyPay’s operational funds in a safeguarded account with a third party banking institution in accordance with ComplyPay’s Safeguarding of Funds Policy.
7.2 To the extent of applicable Law and ComplyPay’s payment institution license, ComplyPay may invest funds that it holds. ComplyPay holds these investments separate from investments made with its own funds, and the User will not receive any earnings from these investments. ComplyPay's investment of funds will not affect or delay ComplyPay’s payment obligations to the Customer under this Agreement.
8. Intellectual Property Rights
8.1 All intellectual property rights, including copyrights, patents, trademarks, industrial design rights, and trade secrets in the Service and any improvements thereto, are owned by ComplyPay.
8.2 Nothing in this Agreement grants the Customer any ownership rights in the Service. The Customer acknowledges that by using the Service, it does not acquire any such rights.
9. Confidentiality
9.1 During the course of this Agreement, each party (the “Receiving Party”) may receive confidential information (“Confidential Information”) regarding the other party’s technology, business operations, and trade secrets.
9.2 The Receiving Party agrees to maintain the confidentiality of such information using at least the same degree of care as it uses for its own confidential information, but no less than reasonable care. Confidential Information may only be disclosed to Affiliates or, where ComplyPay is the Receiving Party, to ComplyPay’s service providers solely for providing the Service.
9.3 The Customer shall not disclose the terms of the Order Form or these Terms to any third party without prior written consent, except to professional advisors under a strict duty of confidentiality or as required by law.
10. Warranties
10.1 ComplyPay warrants that the Service will operate materially in accordance with the relevant documentation provided to the Customer and comply with applicable laws and regulations. ComplyPay will use commercially reasonable efforts to remedy any breach of its warranties, which is the sole remedy available to the Customer.
10.2 The Customer warrants that its use of the Service complies with all applicable laws and regulations and that it will not use the Service for any unlawful or fraudulent purposes or in any manner that violates applicable standards or sanctions.
11. Limitation of Liability
11.1 ComplyPay’s liability for its Services shall be governed by Danish law.
11.2 ComplyPay shall not be liable for any indirect, special, or consequential damages, including loss of profit, revenue, business, or anticipated savings, or for any damage to reputation.
11.3 To the maximum extent permitted by law, ComplyPay disclaims all warranties, whether express or implied, including those of merchantability, fitness for a particular purpose, and non-infringement.
11.4 The Customer and its users shall familiarise themselves with ComplyPay’s current version as continuously updated of best practice for user identification and private key management found here. In particular, the Customer and its users are required to familiarise themselves with the export function of private keys as such export of private keys may have severe security consequences in case they are not stored safely and securely. If the Customer or users choose to use the export functionality it is the responsibility of the Customer that the exported keys are safely stored. ComplyPay thus recognises that the Customer and its users may sign off transactions without the use of the Service provided by ComplyPay, but under no circumstances is ComplyPay liable for such use of the public-private key pairs provided as part of the Service.
11.5 In no event shall ComplyPay’s total liability exceed the fees paid by the Customer during the Subscription Period in which the claim arose.
12. Termination
12.1 During the Term, the Agreement may be terminated as follows:
by ComplyPay for convenience upon three (3) months’ written notice;
by the Customer as provided for in the Order Form;
or by either party with immediate effect if the other party materially breaches this Agreement and fails to remedy such breach within thirty (30) days after written notice.
12.2 Upon termination, the Customer’s right to use the Service shall cease immediately, and the Customer shall promptly delete all Confidential Information of ComplyPay in its possession.
12.3 If the Agreement is terminated by ComplyPay for convenience (as per clause 12.1(i)) and the Customer is no longer granted access to the Service, ComplyPay shall pay the Customer an amount equal to the difference between the fees paid and the proportionate period of Service that would have been provided.
13. Processing of Personal Data
13.1 ComplyPay will process personal data as necessary to fulfill its contractual obligations to provide payment services and to comply with legal obligations, including AML requirements.
13.2 ComplyPay complies with the GDPR principles of lawfulness, transparency, fairness, purpose limitation, data minimisation, accuracy, storage limitation, and confidentiality and integrity.
13.3 As part of its payment processing infrastructure, ComplyPay records certain transaction data on a public blockchain. This is done to ensure transparency, auditability, and security. All data recorded on the blockchain is anonymized and does not contain personally identifiable information (PII) related to Customers, end-users, or any other parties.
13.4 Further details regarding personal data processing and the Customer’s rights are available in our Data Privacy Policy.
14. Indemnification
The Customer shall indemnify ComplyPay for any damages, losses, costs, or expenses (including reasonable legal fees) incurred as a result of any breach or misuse of the Service by the Customer.
15. Force Majeure
ComplyPay shall not be liable for any failure or delay in providing the Service due to causes beyond its reasonable control, including, without limitation, acts of God, riots, war, terrorist acts, computer viruses, cyber attacks, network outages, epidemics, pandemics, quarantines, strikes, labour disputes, government orders, fires, or floods. In such cases, ComplyPay may suspend the Service or terminate the Customer’s access without liability.
16. Miscellaneous
16.1 The Customer may not assign any rights or obligations under this Agreement without ComplyPay’s prior written consent. ComplyPay may transfer its rights and obligations under this Agreement to any third party without the Customer’s consent.
16.2 A waiver of any breach shall be effective only in the instance specified and shall not constitute a continuing waiver of any subsequent breach.
16.3 The Order Form and these Terms constitute the entire Agreement between the parties with respect to the Service and supersede all prior or contemporaneous communications or agreements.
16.4 If any provision of these Terms is held to be ineffective or unenforceable, the remaining provisions shall remain in full force and effect.
16.5 ComplyPay’s failure to enforce any right under this Agreement shall not be deemed a waiver of that right.
17. Governing Law and Dispute Resolution
17.1 This Agreement shall be governed by and construed in accordance with the laws of Denmark, without regard to conflict of law principles.
17.2 Any dispute arising out of or in connection with this Agreement shall be resolved by the Danish Institute of Arbitration in Copenhagen in accordance with its rules of simplified arbitration procedure. The language of arbitration shall be English.
Money distribution made easy
Escrow’ish like API handling all your payments processes automatically - powered by distributed ledger technology.
support@complypay.com
Address
Linnésgade 20A, 2.sal,
1361 Copenhagen
Denmark
© 2025 complypay.com | CVR 41801298 | FTID 22043
Money distribution made easy
Escrow’ish like API handling all your payments processes automatically - powered by distributed ledger technology.
support@complypay.com
Address
Linnésgade 20A, 2.sal,
1361 Copenhagen
Denmark
© 2025 complypay.com
CVR 41801298 | FTID 22043
Money distribution made easy
Escrow’ish like API handling all your payments processes automatically - powered by distributed ledger technology.
support@complypay.com
Address
Linnésgade 20A, 2.sal,
1361 Copenhagen
Denmark
© 2025 complypay.com
CVR 41801298 | FTID 22043
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