Vendor ToS
Legal Documentation
Payment-as-a-Service – Terms of Service (Vendor Terms)
Last Updated: 2025.03.03
This Vendor Agreement (“Agreement”) is entered into between ComplyPay (“ComplyPay”, “we”, “us”, “our”), a company legally registered as ZTLment ApS, and the “Vendor” (as defined below). This Agreement governs the provision of payment services by ComplyPay to the Vendor in connection with the Escrow Service product, whereby ComplyPay takes control of Customer Funds and manages their distribution in accordance with Payment Orders issued by the Platform. Detailed specifications, including payout schedules and operational procedures, are set forth in the applicable Order Form negotiated between ComplyPay and the Platform.
1. Definitions
1.1 “Order Form” means the document or electronic form executed by the parties that specifies the specific services, payout terms, and other transaction-specific details that form part of this Agreement. The Order Form and these Terms together constitute the entire Agreement.
1.2 “Vendor” means any seller or service provider on the Platform for which customer transactions are processed and who has elected to receive funds and distribute them via the Escrow Service product.
1.3 “Platform” means the online marketplace or service provider that facilitates the Vendor’s access to the Escrow Service, and with which the Vendor has an underlying commercial relationship.
Note: The Vendor’s relationship with ComplyPay is solely with respect to fund custody and disbursement under the Escrow Service product.
1.4 “Customer Funds” means the funds received from end consumers as a result of transactions processed on the Platform.
1.5 “Escrow Service” refers to the product in which ComplyPay explicitly takes control of Customer Funds and manages their distribution to both the Platform and the Vendor, in accordance with Payment Orders issued by the Platform.
1.6 “Payment Order” means an instruction issued by the Platform directing the disbursement of Customer Funds, including the Vendor’s share, in accordance with an underlying transaction.
1.7 “Service” refers to ComplyPay’s payment-as-a-service offering under the Escrow Service product. More detailed specifications, including payout schedules, are set forth in the applicable Order Form.
1.8 “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 the service provided by ComplyPay to the Vendor in connection with the Escrow Service product.
2.2 ComplyPay reserves the right to amend or update these Terms from time to time. The Vendor will be informed of any changes. If any changes to these Terms have a materially adverse effect on the Vendor’s business operations, the Vendor may, within thirty (30) days after such changes are published, terminate this Agreement for convenience by providing thirty (30) days’ written notice to ComplyPay.
3. Scope and Availability of Service
3.1 The Vendor 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 Vendor 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 this 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 Vendor’s account is suspected to be compromised or where the Vendor 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 Vendor 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 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 authorising any payment services.
4.3 The Vendor 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 Vendor 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 Vendor is involved in fraudulent activity, money laundering, terrorism financing, or other criminal or illegal conduct.
5. Rights granted by the Vendor to ComplyPay
5.1 By entering into this Agreement, the Vendor hereby authorises and grants ComplyPay the right to assume temporary control and custody of Customer Funds attributable to the Vendor. Such custody is solely for the purpose of managing and disbursing these funds in accordance with Payment Orders issued by the Platform based on the underlying service agreement between the Platform and the Vendor that ComplyPay is not party to.
5.2 The Vendor acknowledges that it does not obtain direct access to or control over the Customer Funds during the interim period that they are held by ComplyPay. The Vendor agrees that ComplyPay’s control over these funds is limited to ensuring proper custody and timely disbursement pursuant to the applicable Payment Orders.
5.3 The Vendor shall provide accurate and current banking details and any required KYC documentation to enable correct fund disbursement. The Vendor agrees to promptly update ComplyPay with any changes to such information.
6. Payouts and Fees
6.1 The Vendor shall receive its designated share of Customer Funds as per the underlying arrangement with the Platform. ComplyPay will execute disbursements in accordance with the Payment Orders provided by the Platform.
6.2 The Vendor shall be responsible for ensuring that its banking details, including IBAN, are accurate and that the bank account is in the name of the Vendor. ComplyPay reserves the right to withhold or cancel a payout if the bank account is not properly owned or controlled by the Vendor.
7. Safeguarding of Funds
7.1 Customer Funds received from end consumers shall be held in a safeguarded account with a third-party banking institution in accordance with ComplyPay’s Safeguarding of Funds Policy.
7.2 Prior to payout, Customer Funds will be transferred to designated Vendor wallets as specified in the Order Form, ensuring that funds are segregated from ComplyPay’s operational funds.
7.3 ComplyPay may invest funds held, where applicable under its payment institution license, but such investments are held separately from ComplyPay’s own funds and do not generate earnings for the Vendor.
8. Intellectual Property Rights
8.1 All intellectual property rights in the Service, including any improvements thereto, are owned by ComplyPay.
8.2 Nothing in this Agreement grants the Vendor any ownership rights in the Service. By using the Service, the Vendor acknowledges that no such rights are conferred.
9. Confidentiality
9.1 During the term 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 to protect its own confidential information (but in no event less than reasonable care). Confidential Information may be disclosed only to Affiliates or, where ComplyPay is the Receiving Party, to ComplyPay’s service providers solely for the purpose of providing the Service.
9.3 The Vendor shall not disclose 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 documentation provided to the Vendor and will comply with applicable laws and regulations. ComplyPay will use commercially reasonable efforts to remedy any breach of its warranties, which is the Vendor’s sole remedy.
10.2 The Vendor 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, or business, 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 In no event shall ComplyPay’s total liability exceed the fees received by ComplyPay from the Platform (as applicable to the Vendor’s transactions) during the period in which the claim arose.
12. Termination
12.1 During the Term, this Agreement may be terminated as follows:
(i) by ComplyPay for convenience upon three (3) months’ written notice;
(ii) by the Vendor as provided for in the Order Form; or
(iii) 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 Vendor’s right to receive payouts under the Service shall cease immediately, and the Vendor shall promptly delete all Confidential Information of ComplyPay in its possession.
12.3 If this Agreement is terminated by ComplyPay for convenience (as per clause 12.1(i)) and the Vendor is no longer entitled to receive Customer Funds, ComplyPay shall pay the Vendor an amount equal to the difference between the fees collected and the proportionate period of Service that would have been provided, as set forth in the Order Form.
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 Further details regarding personal data processing and the Vendor’s rights are available in our Data Privacy Policy.
14. Indemnification
The Vendor 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 Vendor.
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 Vendor’s access without liability.
16. Miscellaneous
16.1 The Vendor 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 Vendor’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
Payment-as-a-Service – Terms of Service (Vendor Terms)
Last Updated: 2025.03.03
This Vendor Agreement (“Agreement”) is entered into between ComplyPay (“ComplyPay”, “we”, “us”, “our”), a company legally registered as ZTLment ApS, and the “Vendor” (as defined below). This Agreement governs the provision of payment services by ComplyPay to the Vendor in connection with the Escrow Service product, whereby ComplyPay takes control of Customer Funds and manages their distribution in accordance with Payment Orders issued by the Platform. Detailed specifications, including payout schedules and operational procedures, are set forth in the applicable Order Form negotiated between ComplyPay and the Platform.
1. Definitions
1.1 “Order Form” means the document or electronic form executed by the parties that specifies the specific services, payout terms, and other transaction-specific details that form part of this Agreement. The Order Form and these Terms together constitute the entire Agreement.
1.2 “Vendor” means any seller or service provider on the Platform for which customer transactions are processed and who has elected to receive funds and distribute them via the Escrow Service product.
1.3 “Platform” means the online marketplace or service provider that facilitates the Vendor’s access to the Escrow Service, and with which the Vendor has an underlying commercial relationship.
Note: The Vendor’s relationship with ComplyPay is solely with respect to fund custody and disbursement under the Escrow Service product.
1.4 “Customer Funds” means the funds received from end consumers as a result of transactions processed on the Platform.
1.5 “Escrow Service” refers to the product in which ComplyPay explicitly takes control of Customer Funds and manages their distribution to both the Platform and the Vendor, in accordance with Payment Orders issued by the Platform.
1.6 “Payment Order” means an instruction issued by the Platform directing the disbursement of Customer Funds, including the Vendor’s share, in accordance with an underlying transaction.
1.7 “Service” refers to ComplyPay’s payment-as-a-service offering under the Escrow Service product. More detailed specifications, including payout schedules, are set forth in the applicable Order Form.
1.8 “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 the service provided by ComplyPay to the Vendor in connection with the Escrow Service product.
2.2 ComplyPay reserves the right to amend or update these Terms from time to time. The Vendor will be informed of any changes. If any changes to these Terms have a materially adverse effect on the Vendor’s business operations, the Vendor may, within thirty (30) days after such changes are published, terminate this Agreement for convenience by providing thirty (30) days’ written notice to ComplyPay.
3. Scope and Availability of Service
3.1 The Vendor 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 Vendor 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 this 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 Vendor’s account is suspected to be compromised or where the Vendor 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 Vendor 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 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 authorising any payment services.
4.3 The Vendor 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 Vendor 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 Vendor is involved in fraudulent activity, money laundering, terrorism financing, or other criminal or illegal conduct.
5. Rights granted by the Vendor to ComplyPay
5.1 By entering into this Agreement, the Vendor hereby authorises and grants ComplyPay the right to assume temporary control and custody of Customer Funds attributable to the Vendor. Such custody is solely for the purpose of managing and disbursing these funds in accordance with Payment Orders issued by the Platform based on the underlying service agreement between the Platform and the Vendor that ComplyPay is not party to.
5.2 The Vendor acknowledges that it does not obtain direct access to or control over the Customer Funds during the interim period that they are held by ComplyPay. The Vendor agrees that ComplyPay’s control over these funds is limited to ensuring proper custody and timely disbursement pursuant to the applicable Payment Orders.
5.3 The Vendor shall provide accurate and current banking details and any required KYC documentation to enable correct fund disbursement. The Vendor agrees to promptly update ComplyPay with any changes to such information.
6. Payouts and Fees
6.1 The Vendor shall receive its designated share of Customer Funds as per the underlying arrangement with the Platform. ComplyPay will execute disbursements in accordance with the Payment Orders provided by the Platform.
6.2 The Vendor shall be responsible for ensuring that its banking details, including IBAN, are accurate and that the bank account is in the name of the Vendor. ComplyPay reserves the right to withhold or cancel a payout if the bank account is not properly owned or controlled by the Vendor.
7. Safeguarding of Funds
7.1 Customer Funds received from end consumers shall be held in a safeguarded account with a third-party banking institution in accordance with ComplyPay’s Safeguarding of Funds Policy.
7.2 Prior to payout, Customer Funds will be transferred to designated Vendor wallets as specified in the Order Form, ensuring that funds are segregated from ComplyPay’s operational funds.
7.3 ComplyPay may invest funds held, where applicable under its payment institution license, but such investments are held separately from ComplyPay’s own funds and do not generate earnings for the Vendor.
8. Intellectual Property Rights
8.1 All intellectual property rights in the Service, including any improvements thereto, are owned by ComplyPay.
8.2 Nothing in this Agreement grants the Vendor any ownership rights in the Service. By using the Service, the Vendor acknowledges that no such rights are conferred.
9. Confidentiality
9.1 During the term 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 to protect its own confidential information (but in no event less than reasonable care). Confidential Information may be disclosed only to Affiliates or, where ComplyPay is the Receiving Party, to ComplyPay’s service providers solely for the purpose of providing the Service.
9.3 The Vendor shall not disclose 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 documentation provided to the Vendor and will comply with applicable laws and regulations. ComplyPay will use commercially reasonable efforts to remedy any breach of its warranties, which is the Vendor’s sole remedy.
10.2 The Vendor 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, or business, 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 In no event shall ComplyPay’s total liability exceed the fees received by ComplyPay from the Platform (as applicable to the Vendor’s transactions) during the period in which the claim arose.
12. Termination
12.1 During the Term, this Agreement may be terminated as follows:
(i) by ComplyPay for convenience upon three (3) months’ written notice;
(ii) by the Vendor as provided for in the Order Form; or
(iii) 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 Vendor’s right to receive payouts under the Service shall cease immediately, and the Vendor shall promptly delete all Confidential Information of ComplyPay in its possession.
12.3 If this Agreement is terminated by ComplyPay for convenience (as per clause 12.1(i)) and the Vendor is no longer entitled to receive Customer Funds, ComplyPay shall pay the Vendor an amount equal to the difference between the fees collected and the proportionate period of Service that would have been provided, as set forth in the Order Form.
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 Further details regarding personal data processing and the Vendor’s rights are available in our Data Privacy Policy.
14. Indemnification
The Vendor 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 Vendor.
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 Vendor’s access without liability.
16. Miscellaneous
16.1 The Vendor 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 Vendor’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
Payment-as-a-Service – Terms of Service (Vendor Terms)
Last Updated: 2025.03.03
This Vendor Agreement (“Agreement”) is entered into between ComplyPay (“ComplyPay”, “we”, “us”, “our”), a company legally registered as ZTLment ApS, and the “Vendor” (as defined below). This Agreement governs the provision of payment services by ComplyPay to the Vendor in connection with the Escrow Service product, whereby ComplyPay takes control of Customer Funds and manages their distribution in accordance with Payment Orders issued by the Platform. Detailed specifications, including payout schedules and operational procedures, are set forth in the applicable Order Form negotiated between ComplyPay and the Platform.
1. Definitions
1.1 “Order Form” means the document or electronic form executed by the parties that specifies the specific services, payout terms, and other transaction-specific details that form part of this Agreement. The Order Form and these Terms together constitute the entire Agreement.
1.2 “Vendor” means any seller or service provider on the Platform for which customer transactions are processed and who has elected to receive funds and distribute them via the Escrow Service product.
1.3 “Platform” means the online marketplace or service provider that facilitates the Vendor’s access to the Escrow Service, and with which the Vendor has an underlying commercial relationship.
Note: The Vendor’s relationship with ComplyPay is solely with respect to fund custody and disbursement under the Escrow Service product.
1.4 “Customer Funds” means the funds received from end consumers as a result of transactions processed on the Platform.
1.5 “Escrow Service” refers to the product in which ComplyPay explicitly takes control of Customer Funds and manages their distribution to both the Platform and the Vendor, in accordance with Payment Orders issued by the Platform.
1.6 “Payment Order” means an instruction issued by the Platform directing the disbursement of Customer Funds, including the Vendor’s share, in accordance with an underlying transaction.
1.7 “Service” refers to ComplyPay’s payment-as-a-service offering under the Escrow Service product. More detailed specifications, including payout schedules, are set forth in the applicable Order Form.
1.8 “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 the service provided by ComplyPay to the Vendor in connection with the Escrow Service product.
2.2 ComplyPay reserves the right to amend or update these Terms from time to time. The Vendor will be informed of any changes. If any changes to these Terms have a materially adverse effect on the Vendor’s business operations, the Vendor may, within thirty (30) days after such changes are published, terminate this Agreement for convenience by providing thirty (30) days’ written notice to ComplyPay.
3. Scope and Availability of Service
3.1 The Vendor 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 Vendor 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 this 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 Vendor’s account is suspected to be compromised or where the Vendor 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 Vendor 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 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 authorising any payment services.
4.3 The Vendor 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 Vendor 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 Vendor is involved in fraudulent activity, money laundering, terrorism financing, or other criminal or illegal conduct.
5. Rights granted by the Vendor to ComplyPay
5.1 By entering into this Agreement, the Vendor hereby authorises and grants ComplyPay the right to assume temporary control and custody of Customer Funds attributable to the Vendor. Such custody is solely for the purpose of managing and disbursing these funds in accordance with Payment Orders issued by the Platform based on the underlying service agreement between the Platform and the Vendor that ComplyPay is not party to.
5.2 The Vendor acknowledges that it does not obtain direct access to or control over the Customer Funds during the interim period that they are held by ComplyPay. The Vendor agrees that ComplyPay’s control over these funds is limited to ensuring proper custody and timely disbursement pursuant to the applicable Payment Orders.
5.3 The Vendor shall provide accurate and current banking details and any required KYC documentation to enable correct fund disbursement. The Vendor agrees to promptly update ComplyPay with any changes to such information.
6. Payouts and Fees
6.1 The Vendor shall receive its designated share of Customer Funds as per the underlying arrangement with the Platform. ComplyPay will execute disbursements in accordance with the Payment Orders provided by the Platform.
6.2 The Vendor shall be responsible for ensuring that its banking details, including IBAN, are accurate and that the bank account is in the name of the Vendor. ComplyPay reserves the right to withhold or cancel a payout if the bank account is not properly owned or controlled by the Vendor.
7. Safeguarding of Funds
7.1 Customer Funds received from end consumers shall be held in a safeguarded account with a third-party banking institution in accordance with ComplyPay’s Safeguarding of Funds Policy.
7.2 Prior to payout, Customer Funds will be transferred to designated Vendor wallets as specified in the Order Form, ensuring that funds are segregated from ComplyPay’s operational funds.
7.3 ComplyPay may invest funds held, where applicable under its payment institution license, but such investments are held separately from ComplyPay’s own funds and do not generate earnings for the Vendor.
8. Intellectual Property Rights
8.1 All intellectual property rights in the Service, including any improvements thereto, are owned by ComplyPay.
8.2 Nothing in this Agreement grants the Vendor any ownership rights in the Service. By using the Service, the Vendor acknowledges that no such rights are conferred.
9. Confidentiality
9.1 During the term 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 to protect its own confidential information (but in no event less than reasonable care). Confidential Information may be disclosed only to Affiliates or, where ComplyPay is the Receiving Party, to ComplyPay’s service providers solely for the purpose of providing the Service.
9.3 The Vendor shall not disclose 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 documentation provided to the Vendor and will comply with applicable laws and regulations. ComplyPay will use commercially reasonable efforts to remedy any breach of its warranties, which is the Vendor’s sole remedy.
10.2 The Vendor 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, or business, 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 In no event shall ComplyPay’s total liability exceed the fees received by ComplyPay from the Platform (as applicable to the Vendor’s transactions) during the period in which the claim arose.
12. Termination
12.1 During the Term, this Agreement may be terminated as follows:
(i) by ComplyPay for convenience upon three (3) months’ written notice;
(ii) by the Vendor as provided for in the Order Form; or
(iii) 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 Vendor’s right to receive payouts under the Service shall cease immediately, and the Vendor shall promptly delete all Confidential Information of ComplyPay in its possession.
12.3 If this Agreement is terminated by ComplyPay for convenience (as per clause 12.1(i)) and the Vendor is no longer entitled to receive Customer Funds, ComplyPay shall pay the Vendor an amount equal to the difference between the fees collected and the proportionate period of Service that would have been provided, as set forth in the Order Form.
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 Further details regarding personal data processing and the Vendor’s rights are available in our Data Privacy Policy.
14. Indemnification
The Vendor 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 Vendor.
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 Vendor’s access without liability.
16. Miscellaneous
16.1 The Vendor 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 Vendor’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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