Terms of Use

1. Definitions

In these Terms:

• “Merchant”, “you” and “your” mean the person or business that opens an account, including anyone acting on its behalf.
• “Customer” means a person who pays you through the Service.
• “Invoice” means a payment request created through the dashboard or the API, including a shareable payment link.
• “Deposit Address” means a blockchain address we assign to you or to one of your Customers to receive payments, including permanent addresses.
• “Checkout” means the hosted payment page at pay.flexrixpay.com.
• “Balance” means the amount of each Supported Asset that our ledger records as held for you.
• “Supported Asset” and “Supported Network” mean the digital assets and blockchain networks we list as supported in the dashboard and the API reference at the relevant time.
• “Payout” means a transfer of a Supported Asset from your Balance to a blockchain address.
• “API Credentials” means your API key identifiers, secrets and any other credentials used to access the Service programmatically.
• “Restricted Jurisdiction” has the meaning given in section 3.
• “Business Day” means a day other than a Saturday, Sunday or public holiday in England.

2. The Service

The Service is software that lets businesses accept payments in digital assets, hold Balances, and send Payouts. It includes Invoices and payment links, Deposit Addresses, the Checkout, the merchant dashboard, the API and signed webhook notifications.

Flexrix Pay is not a bank. Your Balance is not a deposit, does not earn interest and is not covered by any deposit guarantee or investor compensation scheme. We do not provide investment, legal or tax advice, and nothing in the Service is a recommendation to buy, sell or hold any digital asset.

We are not a party to any sale between you and your Customers. We do not take part in, guarantee or supervise the goods or services you sell.

3. Eligibility and restricted jurisdictions

To use the Service you must:

• be at least 18 years old and have full legal capacity, and, if you act for a business, be authorised to bind it;
• not be a citizen, resident or tax resident of the United States, not be located in the United States or its territories, and not be a US person under US law;
• not be located in, resident of, incorporated in or acting on behalf of a person in a Restricted Jurisdiction;
• not be, or be owned or controlled by, a person named on a sanctions list maintained by the United Nations Security Council, the European Union, the United Kingdom or the United States (OFAC);
• not have had an account with us closed for a breach of these Terms or our AML Policy; and
• be permitted to use the Service under the laws that apply to you and to your business.

Restricted Jurisdictions are: the United States and its territories; Cuba; Iran; North Korea; Russia; Belarus; Crimea and Sevastopol and the areas of the Donetsk, Luhansk, Zaporizhzhia and Kherson regions of Ukraine that are not under the control of the Government of Ukraine; and any other country or region subject to comprehensive sanctions by the United Nations, the European Union, the United Kingdom or the United States. We may update this list at any time to comply with law or sanctions; we will tell affected merchants as early as the law allows.

You must not use a VPN, proxy or any other means to hide your location or to access the Service from a Restricted Jurisdiction. You must tell us without delay if any of the statements above stops being true.

You are responsible for obtaining any licence, registration or approval that your own business needs, including for the goods or services you sell and the markets you sell them in.

4. Your account and security

The information you give us must be accurate, and you must keep your email address and country current. One account per business is permitted unless we agree otherwise in writing.

Two-factor authentication is mandatory for every user of the dashboard. You may invite team members and assign them roles; you are responsible for everything done under your account, by you or by anyone you give access to.

Keep your password, authenticator device and API Credentials confidential and secure. Do not share accounts or API Credentials, embed secrets in client-side code or mobile apps, or send them by insecure channels. We recommend restricting API keys to your server IP addresses and rotating them regularly. Verify the signature of every webhook before acting on it.

We will never ask you for your password, authenticator codes or API secrets. If you suspect that your account or API Credentials have been compromised, revoke the affected credentials in the dashboard and tell us immediately at [email protected]. We may suspend access to protect you, your Customers or the Service.

5. Privacy-first accounts — no identity verification

Flexrix Pay is built to collect as little personal data as possible. We do not ask for identity documents, selfies, proof of address, company documents or information about your beneficial owners, either at sign-up or later.

To open an account we ask only for your email address (which we verify), a password, your country of residence, your account type, an optional company name and referral code, and the declarations in section 3. Compliance is enforced without identifying you: every payment and payout address is screened on the blockchain, Restricted Jurisdictions are blocked, prohibited activities are not allowed, and payouts are protected by the controls in section 12.

Because we do not verify your identity, the declarations you make are essential. Giving false declarations is a material breach of these Terms.

6. Accepting payments

You can accept payments through Invoices and payment links, permanent Deposit Addresses and the Checkout, using the dashboard or the API.

Invoices priced in a fiat currency show an amount in a Supported Asset calculated with our consensus exchange rate at the moment the Invoice is created. That amount is fixed for the life of the Invoice, which is shown on the Invoice and is never longer than one hour.

A payment is credited to your Balance only after it has reached the number of blockchain confirmations we require for that network and has passed screening under our AML Policy. Confirmation times depend on the network and are outside our control.

You should only deliver goods or services once the payment shows as credited in the dashboard, in the API or in a verified webhook. If you deliver earlier, you do so at your own risk.

Webhooks are notifications. We retry failed deliveries, but you must verify each webhook’s signature and should confirm the payment status through the API before relying on it.

7. Underpayments, overpayments and late payments

Every amount of a Supported Asset received on a Supported Network at an Invoice address or a Deposit Address is credited to your Balance once it is confirmed and has passed screening, whether it is less than, equal to or more than the amount requested, and whether it arrives before or after the Invoice expires. The Invoice shows the outcome as paid, underpaid or overpaid, and late payments are recorded as such.

You decide whether to deliver, to ask your Customer for the remaining amount, or to refund any difference. We do not refund Customers on your behalf.

8. Wrong network, unsupported assets and missing memos

Payments sent on a network or in an asset or token contract that is not supported for the address, payments below the minimum a network can process, and payments on the XRP Ledger or TON sent without the required destination tag or comment cannot be credited automatically.

Where it is technically possible and safe, we may at our discretion try to recover such funds after verifying who sent them, and we may deduct network fees and our reasonable costs. We are not obliged to attempt a recovery, we cannot guarantee one, and such funds may be permanently lost.

9. Irreversibility, refunds and disputes

Blockchain transactions are final. There are no chargebacks, and we cannot reverse a payment or a Payout once it is broadcast.

Refunds to your Customers are your responsibility under your own refund policy; you can make them by Payout. Any dispute about your goods or services is between you and your Customer. We may pass complaints we receive to you, and a high level of complaints or evidence of fraud may lead us to suspend your account.

10. Your obligations to your Customers

You are solely responsible for the legality, quality and delivery of what you sell; for the licences your business needs; for complying with consumer protection, distance selling, advertising and data protection law; and for any age or identity checks your business requires.

You must make clear to your Customers that their payment is processed by Flexrix Pay, keep records of your sales for at least five years, and not put more personal data into Invoice fields, order identifiers or metadata than is needed for the payment.

11. Balances and safekeeping

We hold the digital assets that correspond to your Balance on your behalf, in wallets we control, and record your entitlement in a double-entry ledger that is reconciled against the blockchain. Assets belonging to different merchants may be held together in shared wallets, and part of the assets may be kept in offline (cold) storage; your entitlement is always the amount recorded for you in our ledger.

Your Balance is kept in the asset and on the network in which it was received. We do not convert your Balance into another asset unless we offer that feature and you instruct us to use it.

You can see your Balance and transaction history in the dashboard and through the API. Check them regularly and tell us of any error within 30 days of the transaction concerned.

If an amount is credited to you by mistake, you must not use it, and we may correct the entry or debit the amount from your Balance.

Unless we announce otherwise, we do not support assets created by blockchain forks or airdrops, and you have no claim to them. If we stop supporting an asset or a network, we will give you at least 30 days’ notice to withdraw it; after that, we will pay it out to an address you provide, after our usual checks.

12. Payouts

You are responsible for the destination address, network and any destination tag or memo of every Payout. Payouts are irreversible, and we are not liable for funds sent to an address you specified in error.

Payouts require a valid authenticator code in the dashboard, or a signed API request made with a key that has the payouts scope. You can add controls such as approval thresholds, two-person approval, daily limits, an allowlist of destination addresses with a waiting period, and automatic transfers to your own wallet.

We automatically block Payouts to addresses on sanctions lists or on a token issuer’s blacklist. We may delay a Payout for security or compliance review. A Payout can only be cancelled before it is broadcast to the network.

Network fees and our fees are shown before you confirm a Payout, or are agreed with you in advance.

13. Fees and set-off

Our fees are those agreed with you and shown in your dashboard, or set out in a separate written agreement. We deduct them from amounts you receive or from your Balance. Fees are exclusive of any taxes that may apply.

We will give you at least 30 days’ notice of any increase in our fees. Fees already charged are not refundable except where we charged them in error.

We may set off any amount you owe us under these Terms against your Balance.

14. Taxes

You are solely responsible for determining, reporting and paying any taxes on your transactions and your business. We do not provide tax advice. The statements and exports in the dashboard are provided for your records.

15. Prohibited and restricted activities

You must not use the Service for, or in connection with:

• anything illegal in your jurisdiction, your Customer’s jurisdiction or ours;
• money laundering, terrorist financing, proliferation financing, fraud, or the evasion of sanctions or of controls under our AML Policy;
• narcotics and drug paraphernalia; weapons, ammunition and explosives; counterfeit, stolen or intellectual-property-infringing goods;
• child sexual abuse material (we report it to the authorities), non-consensual sexual content, human trafficking or exploitation, or the promotion of terrorism or violent extremism;
• Ponzi, pyramid or similar schemes, or investments promising guaranteed or unrealistic returns;
• darknet markets, mixing or tumbling services, ransomware, malware, hacked data or other services designed to obscure the origin of funds;
• unlicensed money transmission, exchange or payment services, or processing payments for third parties without our prior written approval;
• shell banks;
• serving persons in Restricted Jurisdictions or sanctioned persons; or
• opening multiple accounts to evade limits or controls, interfering with or overloading the Service, or circumventing its security.

The following businesses may use the Service only with our prior written approval and on the conditions we set in that approval: gambling and betting (with a licence valid where you and your Customers are located); adult content (with effective age verification); foreign exchange, trading and investment services; digital-asset exchanges and other financial or money services; marketplaces and payment service providers acting for other merchants; charities and crowdfunding; precious metals, jewellery, art and other high-value goods; pharmaceuticals, nutraceuticals, cannabis-derived products, tobacco, vaping products and alcohol; and multi-level marketing.

16. Holds, suspension and freezing

We may hold or decline a payment or Payout, suspend or limit your account, or freeze funds if: a payment or address matches a sanctions list or an issuer blacklist; we suspect a breach of these Terms or our AML Policy; we detect a security risk; we are required to by law, a court or a competent authority; or continuing would expose us or others to legal or significant financial risk.

Where the law allows, we will tell you and explain what you need to do. Where the law prohibits disclosure, we will not tell you the reason. Funds frozen under a legal requirement stay frozen until the competent authority allows their release. Otherwise, after our review we will credit the payment, return it to its sender where lawful, or release it to you. You may send us any information you think will help the review, but we will never require identity documents.

17. Intellectual property

We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service, the API and the Checkout for your own business during the term of these Terms. All rights in the Service, our software, our brand and our documentation remain ours.

You must not copy, modify, reverse engineer or resell the Service; offer it under your own brand without a written agreement with us; scrape it; test its load or security without our written consent; or circumvent its rate limits or security controls.

If you send us feedback or suggestions, we may use them without any obligation to you.

18. Third-party services

The Service depends on blockchains, wallets, the WalletConnect network, blockchain data providers, hosting and network providers, email providers and other services we do not control. We are not responsible for their availability, performance, rules or fees, or for any change to a blockchain protocol. Token issuers can freeze tokens at an address at contract level; we cannot prevent or reverse such freezes.

19. Availability and changes to the Service

We work to keep the Service available and secure, but we do not guarantee uninterrupted or error-free operation unless we agree a service level with you in writing. We may carry out maintenance, which we will announce in advance where practicable.

We may change, add or remove features. If a change materially reduces the Service you rely on, we will give you at least 30 days’ notice, unless the change is needed for legal, security or sanctions reasons.

20. Disclaimers

Except as expressly stated in these Terms, the Service is provided “as is” and “as available”, and we make no warranties, express or implied, including of merchantability, fitness for a particular purpose or non-infringement, to the extent the law allows.

Digital assets carry risks, including price volatility, technical failures, network congestion, protocol changes, regulatory change and issuer action. Stablecoins depend on their issuers and may lose their peg. Exchange rates shown on our websites are indicative only.

21. Limitation of liability

Neither party is liable for any loss of profit, revenue, business, goodwill or data, or for any indirect, special or consequential loss.

Our total liability arising out of or in connection with these Terms in any 12-month period is limited to the total fees you paid us in the 12 months before the event giving rise to the claim. However, if digital assets recorded in your Balance are lost because we breached these Terms, our liability for that loss is the market value of those assets at the time of the loss.

We are not liable for losses caused by: an address, network, destination tag or memo you or your Customer provided; delivery before a payment was credited; unauthorised access through your credentials or devices; forks, protocol changes or network failures; token freezes by issuers; price movements; the acts or omissions of third-party services; or any hold, suspension or freeze permitted by these Terms.

Nothing in these Terms limits or excludes liability for fraud, wilful misconduct or gross negligence, for death or personal injury caused by negligence, or for anything else that cannot be limited or excluded by law.

22. Indemnity

You will indemnify us against all losses, liabilities, fines, costs and reasonable legal fees arising from: your breach of these Terms or of any law; your goods, services or relationship with your Customers; any claim by your Customer; your taxes; or any compromise of your credentials or systems. We will notify you of any such claim promptly, let you take part in its defence, and not settle it without consulting you.

23. Confidentiality

Each party will keep confidential the non-public information it receives from the other, use it only for the purposes of these Terms, and protect it with reasonable care. This does not apply to information that is or becomes public through no fault of the receiving party, or that must be disclosed by law, a court or a competent authority. This obligation survives termination.

24. Data protection

Our Privacy Policy explains how we process personal data. For personal data about your Customers that you send to us or that we process to provide the Service, you and we each act as independent controllers. You must have a lawful basis for sharing such data with us and must tell your Customers about our role.

25. Term, termination and account closure

These Terms apply from the moment you accept them until your account is closed.

You may close your account at any time from the dashboard or by writing to us, after withdrawing your Balance. We may terminate these Terms for any reason by giving you 30 days’ notice, and immediately if you materially breach these Terms or our AML Policy, if required by law or a competent authority, or if continuing would expose us to legal or significant financial risk.

When your account is closed, open Invoices expire and your API Credentials are revoked. After our usual checks, we will pay out any remaining Balance, less fees owed, to an address you designate. We may withhold amounts needed for pending investigations, legal obligations or amounts you owe us, for as long as that is necessary. We keep records as described in our Privacy Policy and AML Policy. Sections that by their nature should survive termination will survive it.

26. Dormant accounts

If there has been no sign-in and no transaction on your account for 12 months, we may, after notifying you by email, disable the acceptance of new payments. Your Balance remains yours: we do not charge dormancy fees and we do not take ownership of dormant Balances. You can reactivate your account, or withdraw your Balance, at any time after our usual checks. Where applicable law sets other rules for unclaimed assets, we will follow them.

27. Force majeure

Neither party is liable for a delay or failure caused by events beyond its reasonable control, including blockchain or network failures, forks, attacks on networks or infrastructure, acts of government, sanctions, war, natural disasters or failures of utilities or third-party providers. This does not excuse an obligation to pay amounts due. If such an event lasts more than 60 days, either party may terminate these Terms by notice.

28. Changes to these Terms

We may change these Terms. We will tell you about material changes by email and in the dashboard at least 30 days before they take effect, unless the change is required sooner by law, sanctions or for security reasons, in which case it takes effect when we publish it. If you do not agree to a change, you may close your account before it takes effect. If you continue to use the Service after a change takes effect, you accept it. The date at the top of this page shows when these Terms were last updated.

29. Notices and language

We will send notices to the email address of your account and may also show them in the dashboard. A notice sent by email is treated as received on the day it is sent if that is a Business Day before 17:00 UK time, and otherwise on the next Business Day. You may send notices to us at [email protected].

These Terms are written in English. If we provide a translation, the English version prevails in case of any inconsistency.

30. Complaints

If you have a complaint, email [email protected] with the subject “Complaint”, describing the issue and including any relevant transaction or Invoice identifiers. We will acknowledge it within 5 Business Days and send you our response within 30 days. If a complex case needs more time, we will tell you why and reply within 60 days at the latest.

31. Governing law and dispute resolution

These Terms, and any dispute or claim arising out of or in connection with them, are governed by the laws of England and Wales.

Before starting proceedings, the parties will try in good faith to settle the dispute through negotiation for at least 30 days after one party notifies the other of it.

Any dispute that is not settled in this way will be referred to and finally resolved by arbitration under the LCIA Rules, which are incorporated by reference into this section. There will be one arbitrator. The seat of the arbitration is London, United Kingdom, and the language is English. Hearings may be held remotely.

Disputes will be resolved on an individual basis only; neither party may bring or take part in a class or representative action. Nothing in this section prevents either party from seeking urgent interim or injunctive relief from a competent court, or deprives you of any protection you have under mandatory law where you live.

32. General

These Terms, together with the AML Policy, the Privacy Policy and any written agreement we sign with you, are the entire agreement between us about the Service. If a written agreement conflicts with these Terms, the written agreement prevails.

If any provision is found to be invalid or unenforceable, the rest of these Terms remains in effect, and the provision will be replaced with a valid one that comes closest to its original purpose. A failure or delay in exercising a right is not a waiver of it.

You may not assign or transfer your rights or obligations without our prior written consent. We may assign these Terms to an affiliate or to a successor of our business, provided that your rights are not reduced; we will notify you of it.

Nothing in these Terms creates a partnership, joint venture, agency or employment relationship. No one other than you and us has any right to enforce these Terms.

33. Contact

Flexrix Pay — [email protected]