Partner Terms of Service

USRest of the WorldPartner Terms of Service

Last updated on 02 February, 2024

APP Integration - Terms and Conditions

This document is an electronic record generated by a computer system and does not require any physical or digital signatures.

This document is to publish the rules and regulations, Privacy Policy and Terms for access to or usage of www.transak.com.

The domain name www.transak.com, including the related mobile site and mobile application (hereinafter referred to as Platform) is owned and operated by Transak group (hereinafter referred to as 'Transak'). 

For the purpose of the Terms (hereinafter referred to as “Terms”), wherever the context so requires, ‘you’ and ‘your’ shall relate to any natural or legal person who has agreed to become a partner (‘Partner’) on the Platform by providing registration data to us. 

Your use of the Platform and the features therein is governed by the following terms and conditions (‘Agreement’) including applicable policies available on the Platform, notifications and communications sent to you on the Platform which are incorporated herein by way of reference. By mere use of the Platform you shall be contracting with Transak, and these terms and conditions including the policies constitute your binding obligations to Transak.

When you use any current or future services provided by us through the Platform you will be subject to the rules, guidelines, policies, terms and conditions applicable to such services and they shall be deemed incorporated into the ToU and considered a part and parcel of the ToU. We reserve the right, at our sole discretion, to change, modify, add, or remove portions of the Terms at any time. We will notify you through any of the communication modes as mentioned in this Terms in case of any changes or updates to the Terms that materially impact your use of the Platform. Your continued use of the Platform following the changes or updates will mean that you accept and agree to the revisions. As long as you comply with the ToU, we grant you a personal, non-exclusive, non-transferable, and limited privilege to enter and use the Platform.

ACCESSING, BROWSING, OR OTHERWISE USING THE PLATFORM INDICATES YOUR AGREEMENT WITH ALL THE TERMS AND CONDITIONS UNDER THE TERMS AS AMENDED FROM TIME TO TIME. PLEASE READ THE TOU CAREFULLY BEFORE PROCEEDING.

Communications

When you use the Platform or send emails, other data, information, or communication to us, you agree and understand that you are communicating with us through electronic records and you consent to receive communications via electronic records from us periodically or as and when required. We may communicate with you by email or any other mode of communication, electronic or otherwise.

This Agreement provides a general description of the Services that Transak may provide to You and Your customers (“End-Users”), to receive cryptocurrency to fiat on ramp and off ramp services (the “Payment Processing Services”), to list Your Token and make it available to End-Users and other users of the our services (the “Token Listing Service”) as well as other payment, data, technology and analytics services offered by Transak and its affiliates (each, a “Service” or “Services”) as may be applicable. 

We provide you with a more detailed description of the Services through published software libraries and application programming interfaces (“API”) that may be used to access the Services and additional resources We make available to you on Our Website.

Before using the Services, You must register with Transak and create an account (“Transak Partner Account”).

Registration and Permitted Activities: Only businesses (including sole proprietors), bona fide registered charitable organizations, and other entities are eligible to apply for a Transak Partner Account to use the Services described in this Agreement.

Upon signing-up for a Transak Partner Account, You will have access to the testing/development environment API keys, along with limited access to the production environment API keys.

Until You have submitted, and We have reviewed and approved, all information required or requested by Us as part of the application process, Your Transak Partner Account will be available to You on a preliminary basis only, and We may terminate it at any time at our sole discretion.

To obtain full access to the Services, You or the person or people submitting the application (Your “Representative”) must provide Us with Your business or trade name, physical address, email, phone number, business identification number, URL, the nature of Your business or activities, and any other information about You that We reasonably request. We will also need to collect personal information (including name, birthdate, and government-issued identification number) about Your directors, company officers and senior staff, ultimate beneficial owners, principals, and Your Partner Account administrator. You should do so by completing the Know Your Business (“KYB”) form (KYB FORM).

Business Representative

You and Your Representative individually affirm to Transak that Your Representative is authorised to provide the information on Your behalf and to bind You to this Agreement. We may require You or Your Representative to provide additional information or documentation demonstrating Your Representative’s authority. Without the express written consent of Transak, neither You nor Your Representative may register or attempt to register for a Transak Partner Account on behalf of a User Transak previously terminated from use of the Services.

Changes to Your Business, Keeping Your Transak Partner Account Current 

You agree to keep the information in Your Transak Partner Account current. You must promptly update Your Transak Partner Account with any changes affecting You, the nature of Your business activities, Your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend Your Transak Partner Account or terminate this Agreement if You fail to keep this information current.

You also agree to promptly notify Us in writing no more than three days after any of the following occur:

  • You are the subject of or become aware of any impending voluntary or involuntary bankruptcy, receivership, administration or insolvency application, petition, proceeding, order or similar action including where You make an arrangement or composition with Your creditors or make an application to a court for the protection from Your creditors generally (any of the foregoing, an “Insolvency Proceeding”); 
  • there is an adverse change in Your financial condition or you become aware that an adverse change in Your financial condition is likely to take place; 
  • Any claim, action, proceeding pending or threatened filed against You which may impact Us or has the potential to damage our reputation.
  • You transfer or sell 25% or more of Your total assets, or there is any change in the control or ownership of Your business or parent entity; or 
  • You receive a judgement, writ or warrant of attachment or execution, lien or levy against 25% or more of Your total assets.

Fees and Fines

Transak will provide the Services to Your End-Users at the rates and for the fees (“Fees”) described on the Transak Pricing page, linked here and incorporated into this Agreement unless a different fee schedule is agreed between Transak and the partner in writing (email permitted).

The Fees’ charged by Transak are exclusive of blockchain protocol specific transaction costs (such as gas fees on the Ethereum blockchain). We may revise the Fees at any time. Additionally, You have the ability to charge Your own fee from Your End-Users (“Partner Fees”) additively to the fees described above through Your Transak management dashboard (“Dashboard”).

You are also obligated to pay all taxes, fees and other charges imposed by any governmental authority, including any value-added tax, goods and services tax, sales tax and applicable indirect and transactional taxes (“Taxes”) on the Services provided under this Agreement.

Services and Transak Partner Account Support

We will provide a smoother onboarding experience by resolving all your integration and product-related queries. Our Integration team offers the best support to unblock all your huddles by recommending the proper integration guidelines through the partner dashboard chat option. This includes resources, feature updates, announcements, and documentation. If You still have questions, please get in touch with us via the partner dashboard chat option or send an email to [email protected]

Taxes and Other Expenses

Our fees are exclusive of any applicable Taxes, except as expressly stated to the contrary. You have sole responsibility and liability for: (i) determining what, if any, Taxes apply to the sale of Your products and services, acceptance of donations, or payments You receive in connection with Your use of the Services; and (ii) assessing, collecting, reporting, and remitting Taxes for Your business to the appropriate tax and revenue authorities. If We are required to withhold any Taxes, or We are unable to validate any tax-related identification information You provide to Us, We may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If You are exempt from payment of such Taxes, You must provide Us with an original certificate that satisfies applicable legal requirements attesting to Your tax-exempt status. Upon Our reasonable request, You must provide Us with information regarding Your tax applicability.

Service Requirements, Limitations and Restrictions

  1. Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to Your use of the Services and to Transactions.
  2. Restricted Businesses and Activities: You may not use the Services to enable any person (including You) to benefit from any activities Transak has identified as a prohibited activity and agree to abide by Our Acceptable Use Policy. If You are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to You, please contact us. We may add to or update the Acceptable Use Policy at any time.

Suspicion of Unauthorised or Illegal use

We may refuse, condition, or suspend any Transactions that We believe: (i) may violate this Agreement or other agreements You may have with Transak; (ii) are unauthorised, fraudulent or illegal; or (iii) expose You, Transak, or others to risks unacceptable to Transak. If We suspect or know that You are using or have used the Services for unauthorised, fraudulent, or illegal purposes, We may be required by law to share information related to such activity with the appropriate authorities and We reserve the right to share such information where the applicable Law does not require Us to do so at Our discretion.

Disclosures and Notices; Electronic Signature Consent

  1. Consent to Electronic Disclosures and Notices: By registering for a Transak Partner Account, You agree that such registration constitutes Your electronic signature, and You consent to electronic provision of all disclosures and notices from Transak (“Notices”), including those required by Law. You also agree that Your electronic consent will have the same legal effect as a physical signature.
  2. Methods of Delivery: You agree that Transak can provide Notices regarding the Services to You through Our Website or through the Dashboard (as defined below), or by mailing Notices to the email or physical addresses identified in Your Transak Partner Account. Notices may include notifications about Your Transak Partner Account, changes to the Services, or other information We are required to provide to You. You also agree that electronic delivery of a Notice has the same legal effect as if We provided You with a physical copy. We will consider a Notice to have been received by You within 24 hours of the time a Notice is either posted to Our Website or emailed to You.
  3. Text Messages and E-mails:You authorise Us to provide Notices to You via text message or E-mail to allow Us to verify Your or Your Representative’s control over Your Transak Partner Account (such as through two-step verification), and to provide You with other critical information about Your Transak Partner Account. In the event of a suspected or actual fraud or security threat to Your Transak Partner Account, Transak will use email or another secure procedure to contact You. 

Termination

  1. Term: This Agreement shall become effective as of the date You agree to these Terms by giving your electronic consent and shall continue unless terminated as per the terms of this Agreement.
  2. Fault Termination: Either Transak or the Partner (the “Terminating Party”) may terminate this Agreement on notice in writing to the other party (the “Defaulting Party”) with immediate effect on the occurrence of one or more of the following events, and while one or more such events continues:
    1. the Defaulting Party being in breach of an obligation to pay an amount due to be paid under this agreement, and having failed to remedy the breach within five (5) business days of receipt of a notice from the Terminating Party giving notice of the breach;
    2. the Defaulting Party being in breach of any of the material terms or conditions of this Agreement (other than an obligation referred to in paragraph (i) above), and if the breach is or was capable of remedy, having failed to remedy the breach within ten (10) Business Days of receipt of a notice from the Terminating Party giving notice of the breach;
    3. the Defaulting Party is subject to Insolvency Proceedings or any claim or proceeding which may adversely impact the other party.
    4. The terms of this Agreement and all other agreements and arrangements between You and Us will continue to govern Your use and Our provision of the Services, including where You continue to procure the Services after the purported termination of this Agreement.
  3. Effects of Termination: Termination does not relieve either Party of obligations incurred by You under this Agreement and shall be without prejudice to the rights, remedies, claims and obligations of either Transak or the Partner which may have arisen on or before termination. Upon termination, You agree to (i) allow completion of all pending Transactions, (ii) stop accepting new Transactions, and (iii) immediately remove all Transak and payment network logos from Your Website (unless permitted under a separate licence with the payment network); (iv) settle the balance of any amounts due from You to Us and/or those amounts that would have been due by the expiry of the Initial Term (or the current Rolling Term if applicable) but for the termination; and (v) settle any losses, damages, costs, claims, lost profits, arising out of or in connection with any breach of this Agreement (or the documents referred to within it) or Your use of the Services. Your continued or renewed use of the Services after all pending Transactions have been processed shall be deemed to amount to your agreement and consent to the terms of this Agreement.
  4. Termination Payment Terms: Any amounts payable from Transak to the Partner arising pursuant to termination of this Agreement shall be payable 30 days after the date of termination to the same account used by the Partner for payments due under this Agreement via the Dashboard, except where the Parties agree otherwise.

    Any amounts payable by the Partner to Transak arising pursuant to termination of this Agreement (“Partner Termination Payment”) shall be due and payable from You to Us no later than 10 Business Days from the date of the invoice setting out the amounts payable and We may set-off or Partner Termination Payment against amounts payable by Us to You to reduce or extinguish the balance.

API, Web Widget and Dashboard

Transak has developed a Web Widget and provides access to the API that may be used to access the Services. You may use the API solely as described in the Documentation to use the Services on Websites and through the applications identified in Your Transak Partner Account. 

You may manage Your Transak Partner Account, connect with other service providers, and enable additional features through the Dashboard. Transak will use the Dashboard to provide You with information about Your Transak Partner Account. Transak will also provide You with access to summary reports which will include all Your Transak Partner Account activity, up to the most recent full day. 

You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to You by Us. Due to the nature of the Services, We will update the API and Documentation from time to time, and may add or remove functionality. We will provide You Notice in the event of material changes, deprecations, or removal of functionality from the API so that You may continue using the Services with minimal interruption.

We will make staging and production API keys available to You through the Dashboard. You are responsible for securing Your secret keys. You agree not to publish or share them with any unauthorised persons. Failure to secure Your secret keys will increase the likelihood of fraud on Your Transak Partner Account and potential losses to You or Your End-Users’. You should contact Us immediately if You become aware of any unauthorised use of Your secret key or any other breach of security regarding the Services. 

Ownership of Transak IP

As between You and Transak, Transak and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the API, Services, Dashboard, and Documentation (collectively, “Transak IP”) or any copies thereof. Transak IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and all rights in Transak IP not expressly granted to You in this Agreement are reserved.

You may choose to or We may invite You to submit comments or ideas about improvements to the Service, Our API, Our platform, or any other component of Our products or services (“Ideas”). If You submit an Idea to Us, We will presume that Your submission was voluntary, unsolicited by Us, and delivered to Us without any restrictions on Our use of the Idea. You also agree that Transak has no fiduciary or any other obligation to You in connection with any Idea You submit to Us, and that We are free to use Your Ideas without any attribution or compensation to You.

Licence

You are granted a non-exclusive and non-transferable licence to electronically access and use the Transak IP only in the manner described in this Agreement and the Documentation provided to You by Transak. Transak does not sell to You, and You do not have the right to sublicense the Transak IP. We may make updates to the Transak IP or new Services available to You automatically as electronically published by Transak, but We may require action on Your part before You may use the Transak IP or new Services (including activation through the Dashboard, or acceptance of new or additional terms). Transak may revoke or terminate this licence at any time if You use Transak IP in a manner prohibited by this Agreement.

You may not: (i) claim or register ownership of Transak IP on Your behalf or on behalf of others; (ii) sublicence any rights in Transak IP granted by Us; (iii) import or export any Transak IP to a person or country in violation of any country’s export control Laws; (iv) use Transak IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.

Transak Marks; References to Our Relationship

We may make certain Transak logos or marks (“Transak Marks”) available for use by You and other Users to allow You to identify Transak as a service provider. Transak may limit or revoke Your ability to use Transak Marks at any time. You may never use any Transak Marks or Transak IP consisting of trademarks or service marks without Our express permission, or in a manner that may lead people to confuse the origin of Your products or services with Ours.

During the term of this Agreement, You may publicly identify Us as the provider of the Services to You and We may publicly identify You as a Transak User. If You do not want Us to identify You as a User, please Contact Us. Neither You nor We will imply any untrue sponsorship, endorsement, or affiliation between You and Transak. Upon termination of Your Transak Partner Account, both You and Transak will remove any public references to Our relationship from Our respective Platforms.

You agree not to engage in any form of marketing or promotional activity that relates to the Transak Services without prior written approval of any such marketing or promotional activity by Transak.

Additional Services

From time to time We may offer You additional features or services that may be subject to additional or different terms of service. All such additional features and services form part of the Services, and You may not use these additional services unless You agree to the applicable agreement or terms (if any) for those services.

We may also provide You access to services identified as “beta” or pre-release services. You understand that these services are still in development, may contain bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. We provide beta services AS IS, and without warranty of any kind, and Your use of, or reliance on beta services is at Your own risk.

Payment Processing Services Overview

Transak works with various Transak affiliates, Payment Method Providers and Payment Method Acquirers to execute transactions with the End-Users’. 

The following terms used in this Agreement relate to Your use of Payment Methods:

“Charge” means a credit or debit instruction to capture funds from an account that an End-User maintains with a bank or other financial institution they use in connection with a Transaction.

“Dispute” means an instruction initiated by a End-User for the return of funds for an existing Charge (including a chargeback or dispute on a Payment Method)

“Fine” means any fines, levies, or other charges imposed by Us, a Payment Method Provider or a Payment Method Acquirer, caused by Your violation of Laws or this Agreement, or as permitted by the applicable Payment Method Rules.

“Payment Method Rules” means the guidelines, bylaws, rules, and regulations imposed by the Payment Method Providers and Payment Method Acquirers that operate Payment Methods supported by Transak (including the payment card network operating rules (“Network Rules”) for the Visa, Mastercard, and American Express networks; and the CHAPs and SEPA operating rules).

“Payment Method” means a type of payment method that Transak accepts as part of the Payment Processing Services, such as credit card, debit card, SEPA payments, GBP Faster payments, Unified Payments Interface (“UPI”), etc.

“Payment Method Acquirer” means a financial institution that is authorised by a Payment Method Provider to enable the use of a Payment Method by accepting Charges from End-Users on behalf of the Payment Method Provider, and routing these Charges to the Payment Method Provider.

“Payment Method Provider” means the provider of a Payment Method, such as Visa, Mastercard, and American Express.

“Refund” means an instruction initiated by You to return funds to an End-User for an existing Charge.

“Return” means an instruction initiated by You, an End-User, a Payment Method Provider or a Payment Method Acquirer to return funds unrelated to an existing Charge.

“Reversal” means an instruction initiated by a Payment Method Provider, a Payment Method Acquirer or Us to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by a Payment Method Provider or a Payment Method Acquirer; (ii) funds settled to You in error or without authorisation; and (iii) submission of a Charge in violation of the applicable Payment Method Rules, or where submission of the Charge or Your use of Payment Processing Services violates this Agreement.

Processing Transactions; Disputes, Refunds, Reversals

We are responsible for handling disputes, refunds and reversals for the End Users where We are the sole payment processor, and Our affiliates, the Payment Method Providers and Payment Method Acquirers are responsible for handling disputes, refunds and reversals for purchases processed by them. Notwithstanding any other provisions in this agreement, Transak shall not bear liability for any losses incurred by the Partner or the end user arising from a failure of service by the Partner or any third-party services or systems utilized by the Partner. Transak's liability is expressly limited to handling disputes, refunds, and reversals as outlined in this clause. The Partner acknowledges and agrees that it is responsible for the quality, availability, and performance of the services it offers to its customers. Any losses, damages, or claims resulting from a failure of the Partner's services, systems, or any third-party services integrated by the Partner, shall not be the responsibility of Transak. The Partner shall indemnify and hold Transak harmless from any claims, demands, or actions brought against Transak by the Partner's customers or any third parties related to the Partner's services or any failures thereof.

Settlement and Payout Schedule for Partner Fees (if applicable)

  1. Your Payout Account: Transak will, with its banking partners, arrange to settle funds to the bank or other financial institution account that You designate (Your “Payout Account”). You affirm that You are authorised to initiate settlements to and debits from the Payout Account, and that the Payout Account is owned by You. If You update Your Payout Account (including via the Dashboard) then You must ensure that You continue to comply with the requirements of this section. We may require You to provide Us with documentary proof demonstrating Your compliance with this section, and Your failure to provide such proof will constitute a breach of this Agreement and We may suspend the provision of any Services to You pending Your compliance. In the alternative, we may terminate this Agreement as a result of such a breach.
  2. Settlement to Your Payout Account: A positive balance as per collection of additional Partner Fees on Your behalf, in Your Transak Partner Account will result in settlement to Your Payout Account. We may reduce the amount settled to Your Payout Account by the amount of Fees, Fines, and amounts owed to Us for any reason.
  3. Multi-currency Processing: We may offer You the ability to have funds settled to Your Payout Account in a currency different from the one in which We accepted payment from an End-User (“Multi-Currency Processing”).

    To use this service, You must provide Us with a valid Payout Account for each currency for which You request settlement, based on Our list of available settlement currencies. We may add or remove currencies from Our list of available settlement currencies at any time. If You use Multi-Currency Processing, We will identify at the time of the Charge the conversion rate that will apply to the Charge.
  4. Payout Schedule: The term “Payout Schedule” refers to the time it takes for Us to initiate settlement to Your Payout Account. Your Payout Schedule is specified in the Dashboard. Transak may require a holding period before making an initial settlement to the Payout Account.

    After the initial settlement of funds, We will settle funds to the Payout Account according to the Payout Schedule. Please be aware that a Payment Method Provider, a Payment Method Acquirer, or the financial institution holding Your Payout Account, may delay settlement for any reason. We are not responsible for any action taken by the institution holding Your Payout Account to not credit the Payout Account or to otherwise not make funds available to You as You expected.

    We reserve the right to change the Payout Schedule or to suspend settlement to You: (i) where there are pending, anticipated, or excessive Disputes, Refunds, or Reversals (as determined by Us acting reasonably); (ii) in the event that We become aware of suspicious activity; or (iii) where We are required by Law or court order. We have the right to withhold settlement to Your Payout Account upon termination of this Agreement if We reasonably determine that We may incur losses resulting from credit, fraud, or other legal risks associated with Your Transak Partner Account. If We exercise Our right to withhold a Payout for any reason, We will communicate the general reason for withholding the Payout and give You a timeline for releasing the funds where We consider it appropriate or reasonable to do so.
  5. Incorrect Settlement: The information required for settlement will depend on the financial institution holding the Payout Account. Please make sure that any information about the Payout Accounts that You provide to Us is accurate and complete. If You provide Us with incorrect information (i) You understand that funds may be settled to the wrong account and that We may not be able to recover the funds from such incorrect transactions and (ii) You agree that You are solely responsible for any losses You or third parties incur due to erroneous settlement transactions, You will not make any claims against Us related to such erroneous settlement transactions, and You will fully reimburse Us for any losses We incur.

Token Listing Services (if applicable)

You may request Us to list a cryptoasset (hereafter referred to as a “Token” or “cryptocurrency”) as one of the cryptocurrencies available to acquire in exchange for fiat currency via the Payment Processing Services provided by Transak to the End-Users or other users of the Transak Services (the “Token Listing Service”).

  1. Listing Discretion: You agree that We retain full discretion over whether any Token is accepted by Us as part of the Token Listing Service (except where we have already confirmed that a Token will be accepted and has been approved by Transak’s compliance function). You agree that We may reject any proposed Token or de-list any previously accepted Token that does not or no longer meets our listing criteria which may be in force from time to time and/or if listing the Token potentially creates a legal, regulatory or reputational risk which is unacceptable to Transak in compliance with applicable laws.
  2. Regulatory Warranty and Representation: By submitting a Token to Us for review and acceptance you agree, represent and warrant that the Token does not constitute: (i) “electronic money” (as regulated by the Electronic Money Regulations 2011); or (ii) a “specified investment” as regulated by the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, or as either of those terms may be defined or regulated by any legislation, regulations, orders or other laws or rulings in force or introduced, revised, amended, updated or superseded from time to time in England.

    As part of the Token Listing Service we may require You to make further warranties and representations in respect of the Token and to provide access to independent legal opinions concerning the status of the Token and its regulation under the laws of England (or any other jurisdiction that We determine to be appropriate or relevant).
  3. Provision of Additional Information: Transak may undertake its own due diligence and review of the Token before accepting the Token for listing and You must provide such information requested by Transak and considered reasonably necessary to aid with the due diligence process.
  4. Fees: The Fees and payment terms for the Token Listing Service shall be agreed between the parties in writing (email permitted). Further, You will receive payment details from [email protected] directly only to coordinate payments to Transak for Token Listing Fees. Any details or information related to partner payout from Transak including invoices must be sent to [email protected].
  5. Marketing Budget: Transak and the Partner may agree from time to time for Transak to engage in marketing activities in respect of the Partner’s Token at the cost of the Partner. Such marketing activities may include zero-fee based campaigns in respect of the Partner’s Token or any other fees as agreed between the parties in writing (email permitted). Note - any zero fee campaigns or other incentives as defined in these terms must not be made available to users based in the United Kingdom.

Data Usage Overview

Protecting, securing, and maintaining the information processed and handled through the Services is one of Our top priorities, and it should be Yours too. This section describes Our respective obligations when handling and storing information connected with the Services. The following terms used in this section relate to data provided to Transak by You or Your End-User, or received or accessed by You through Your use of the Services:

“Payment Account Details” means the Payment Method account details for an End-User, and includes, with respect to credit and debit cards, the cardholder’s account number, card expiration date, and CVV2.

“Payment Data” means Payment Account Details, information communicated to or by Payment Method Providers or Payment Method Acquirers, financial information specifically regulated by Laws and Payment Method Rules, and any other information used with the Payment Processing Services to complete a Transaction.

“Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.

“Transak Data” means details of the API transactions over Transak infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from Data, and any other information created by or originating from Transak or the Services.

“Partner Data” means information that describes Your business and its operations, Your products or services, and orders placed by End-Users.

The term “Data” used without a modifier means all Personal Data, Partner Data, Payment Data, and Transak Data.

Transak processes, analyses, and manages Data to: (a) provide Services to You, other Transak Users, and End-Users; (b) mitigate fraud, financial loss, or other harm to Users, End-Users and Transak; and (c) analyse, develop and improve Our products, systems, and tools. Transak provides Data to third-party service providers, including Payment Method Providers, Payment Method Acquirers, and their respective affiliates, as Well as to Transak’s affiliates, to allow Us to provide Services to You and other Users. We do not provide Personal Data to unaffiliated parties for marketing their products to You. You understand and consent to Transak’s use of Data for the purposes and in a manner consistent with this Agreement.

Data Protection and Privacy

  1. Confidentiality: Transak will only use Partner Data as permitted by this Agreement, by other agreements between You and Us, or as otherwise directed or authorised by You. You will protect all Data You receive through the Services, and You may not disclose or distribute any such Data, and You will only use such Data in conjunction with the Services and as permitted by this Agreement or by other agreements between You and Us. Neither party may use any Personal Data to market to End-Users unless it has received the express consent from a specific End-User to do so and all such activity is undertaken in accordance with applicable Law. You may not disclose Payment Data to others except in connection with processing Transactions requested by End-Users and consistent with applicable Laws and Payment Method Rules.
  2. Privacy: Protection of Personal Data is very important to Us. Our Privacy Policy explains how and for what purposes We collect, use, retain, disclose, and safeguard the Personal Data You provide to Us. You agree to the terms of Our Privacy Policy, which We may update from time to time. Both Transak and Partner are now and will continue to be compliant with all applicable Laws governing 
  3. Data Processing. We will be a data controller in relation to Personal Data where We determine the purposes and manner in which the Personal Data is processed (including, for example, in complying with any regulations or laws imposed upon Us through Payment Method Rules or by Payment Method Providers or Payment Method Acquirers).

Security and Fraud Controls

  1. Transak’s Security: Transak is responsible for protecting the security of Data in Our possession. We will maintain commercially reasonable administrative, technical, and physical procedures to protect Partner Data and Personal Data stored in Our servers from unauthorised access, accidental loss, modification, or breach, and We will comply with applicable Laws and Payment Method Rules when We handle User and Personal Data. However, no security system is impenetrable and We cannot guarantee that unauthorised parties will never be able to defeat Our security measures or misuse any Data in Our possession. You provide Partner Data and Personal Data to Transak with the understanding that any security measures We provide may not be appropriate or adequate for Your business, and You agree to implement Security Controls (as defined below) and any additional controls that meet Your specific requirements. In Our sole discretion, We may take any action, including suspension of Your Transak Partner Account, to maintain the integrity and security of the Services or Data, or to prevent harm to You, Us, End-Users, or others. You waive any right to make a claim against Us for losses You incur that may result from such actions.
  2. Your Security: You are solely responsible for the security of any Data on Your Website, Your servers, in Your possession, or that You are otherwise authorised to access or handle. You will comply with applicable Laws and Payment Method Rules when handling or maintaining User Data and Personal Data, and will provide evidence of Your compliance to Us upon Our request. If You do not provide evidence of such compliance to Our satisfaction, We may suspend Your Transak Partner Account or terminate this Agreement.
  3. Security Controls: You are responsible for assessing the security requirements of Your business, and selecting and implementing security procedures and controls (“Security Controls”) appropriate to mitigate Your exposure to security incidents. We may provide Security Controls as part of the Services, or suggest that You implement specific Security Controls. However, Your responsibility for securing Your business is not diminished by any Security Controls that We provide or suggest, and if You believe that the Security Controls We provide are insufficient, then You must separately implement additional controls that meet Your requirements. 
  4. Fraud Risk: While We may provide or suggest Security Controls, We cannot guarantee that You or End-Users will never become victims of fraud. Any Security Controls We provide or suggest may include processes or applications developed by Transak, its affiliates, or other companies. You agree to review all the Security Controls We suggest and choose those that are appropriate for Your business to protect against unauthorised Transactions and, if appropriate for Your business, independently implement other security procedures and controls not provided by Us. If You disable or fail to properly use Security Controls, You will increase the likelihood of unauthorised Transactions, Disputes, fraud, losses, and other similar occurrences. Keep in mind that You are solely responsible for losses You incur from the use of lost or stolen payment credentials or accounts by fraudsters who engage in fraudulent Transactions with You, and Your failure to implement Security Controls will only increase the risk of fraud.

    We may assist You with recovering lost funds, but You are solely responsible for losses due to lost or stolen credentials or accounts, compromise of Your Username or password, changes to Your Payout Account, and any other unauthorised use or modification of Your Transak Partner Account. Transak is not liable or responsible to You and You waive any right to bring a claim against Us for any losses that result from the use of lost or stolen credentials or unauthorised use or modification of Your Transak Partner Account, unless such losses result from Transak’s wilful or intentional actions. Further, You will fully reimburse Us for any losses We incur that result from the use of lost or stolen credentials or accounts.

We may also provide You with Data regarding the possibility or likelihood that a Transaction may be fraudulent. We may incorporate any subsequent action or inaction by You into Our fraud model, for the purpose of identifying future potential fraud. You understand that We provide this Data to You for Your consideration, but that You are ultimately responsible for any actions You choose to take or not take in relation to such Data.

Amendments

We may revise these terms from time to time. Any updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions will be posted on the Platform and will be effective immediately after such posting and we recommend that you periodically check these Terms on the Platform for such revised terms. Your continued use of the Services and/or the Platform will be deemed to constitute your acceptance of any and all such revised terms.

Assignment

You may not assign this Agreement, any rights or licences granted in this Agreement, or operation of Your Transak Partner Account to others without Our prior written consent. If You wish to make such an assignment, please contact Us. If We consent to the assignment, the assignee must agree to assume all of Your rights and obligations owed by You related to the assignment, and must agree to comply with the terms of this Agreement. Transak may assign this Agreement without Your consent or any other restriction. If We make an assignment, We will provide reasonable Notice to You.

Right to Audit

If We believe that a security breach, leak, loss, or compromise of Data has occurred on Your systems, Website, or app affecting Your compliance with this Agreement, We may require You to permit a third-party auditor to conduct a security audit of Your systems and facilities, and You must fully cooperate with any requests for information or assistance that the auditor makes to You as part of the security audit. The auditor will issue a report to Us which We may share with Our Payment Method Providers and Payment Methods Acquirers.

No Agency; Third-Party Services

Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between You and Us, or with any Payment Method Provider. Each party to this Agreement, and each Payment Method Provider and Payment Method Acquirer, is an independent contractor. Unless a Payment Method Provider or Payment Method Acquirer expressly agrees, neither You nor We have the ability to bind a Payment Method Provider or Payment Method Acquirer to any contract or obligation, and neither party will represent that You or We have such an ability.

We may reference or provide access to third-party services, products, and promotions that utilize, integrate, or provide ancillary services to the Services (“Third-Party Services”). These Third-Party Services are provided for Your convenience only and do not constitute Our approval, endorsement, or recommendation of any such Third-Party Services for You. You access and use any Third-Party Service based on Your own evaluation and at Your own risk. You understand that Your use of any Third-Party Service is not governed by this Agreement. If You decide to use a Third-Party Service, You will be responsible for reviewing, understanding and accepting the terms and conditions associated with its use. We expressly disclaim all responsibility and liability for Your use of any Third-Party Service. Please also remember that when You use a Third-Party Service, Our Privacy Policy is no longer in effect. Your use of a Third-Party Service, including those that have a link on Our Website, is subject to that Third-Party Service’s own terms of use and privacy policies.

Force Majeure

Neither party will be liable for any delays in processing or other non-performance caused by telecommunications, utility, failures, or equipment failures; labour strife, riots, war, or terrorist attacks; non-performance of Our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse Your liabilities or Your obligation to pay Fees, Fines, Disputes, Refunds, Reversals, or Returns under this Agreement.

Parties Liability For Third-Party Claims

Without limiting, and in addition to, any other obligation that You may owe under this Agreement, You are at all times responsible for the acts and omissions of Your employees, contractors and agents, to the extent such persons are acting within the scope of their relationship with You.

You agree to defend Transak, Our affiliates (each a “Transak Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a Transak Entity, and You agree to fully reimburse the Transak Entities for any Claims that result from: (i) Your breach of any provision of this Agreement; (ii) your breach of any applicable laws and rules (iii) negligent or wilful misconduct of Your employees, contractors, or agents; or (iv) infringement of intellectual property rights.

Transak agrees to defend you, your affiliates, (each a “Partner Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against Partner Entity, and agree to fully reimburse the Partner Entities for any Claims that result from: (i) Transak breach of any applicable laws (ii) infringement of intellectual property rights.

Representations and Warranties

By accepting the terms of this Agreement, You represent and warrant that: (a) You are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information You provide Us about Your business, products, or services is accurate and complete; (c) any Charges represent a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction; (d) You will comply with all Laws applicable to Your business and use of the Services; (e) Your employees, contractors and agents will at all times act consistently with the terms of this Agreement; (f) You will not use Payment Processing Services for personal, family or household purposes, for peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; and (g) You will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.

No Warranties

WE PROVIDE THE SERVICES AND TRANSAK IP “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY TRANSAK OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES — WHETHER FROM TRANSAK OR ANOTHER TRANSAK ENTITY, AND WHETHER ORAL OR WRITTEN — CREATES OR IMPLIES ANY WARRANTY FROM A TRANSAK ENTITY TO YOU.

YOU AFFIRM THAT NO TRANSAK ENTITY CONTROLS THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR END-USERS PURCHASE USING THE PAYMENT PROCESSING SERVICES. YOU UNDERSTAND THAT WE CANNOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR END-USERS POSSESS THE AUTHORITY TO MAKE, OR WILL COMPLETE, ANY TRANSACTION.

THE TRANSAK ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (A) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (B) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (C) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE OR DATA. YOUR USE OF SERVICES IS DONE AT YOUR OWN RISK — YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT THE TRANSAK ENTITIES MAKE NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.

NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.

Limitation of Liability

Under no circumstances will any Transak Entity be responsible or liable to You for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from Your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or Your use of the Services, even if such damages are foreseeable, and whether or not You or the Transak Entities have been advised of the possibility of such damages. 

The Transak Entities are not liable, and deny responsibility for, any damages, harm, or losses to You arising from or relating to hacking, tampering, or other unauthorised access or use of the Services, Your Transak Partner Account, or Data, or Your failure to use or implement anti-fraud measures, Security Controls, or any other data security measure. The Transak Entities further deny responsibility for all liability and damages to You or others caused by (a) Your access or use of the Services inconsistent with the Documentation; (b) any unauthorised access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions to or cessation of the Services; (d) third-party content provided by You; or (e) the defamatory, offensive, or illegal conduct of others.

You agree to limit any additional liability not disclaimed or denied by the Transak Entities under this Agreement to Your direct and documented damages; and You further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by You to Transak during the three-month period immediately preceding the event that gave rise to Your claim for damages.

These limitations on Our liability to You will apply regardless of the legal theory on which Your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

Responding to Legal Process

Transak may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that We believe to be valid. We or any Payment Method Provider (or, where applicable, the Payment Method Acquirer for the Payment Method) may deliver or hold any funds or, subject to the terms of our Privacy Policy, any Data as required under such Legal Process, even if You are receiving funds or Data on behalf of other parties. Where permitted by Law, We will make reasonable efforts to provide You Notice of such Legal Process by sending a copy to the email address We have on file for You. Transak is not responsible for any losses, whether direct or indirect, that You may incur as a result of Our response or compliance with a Legal Process.

Dispute Resolution; Agreement to Arbitrate

  1. Binding Arbitration: Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the London Court of International Arbitration Rules. The tribunal will consist of a sole arbitrator. The place of the arbitration will be London, United Kingdom. The language to be used in the arbitral proceedings will be English. Judgement upon the award rendered by the arbitrator will be entered by the courts of England and Wales.

    This Agreement and the rights of the parties hereunder shall be governed and construed in accordance with the laws of England, exclusive of conflict or choice of law rules. Nothing in this section will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

    Either party may commence arbitration by providing to LCIA and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested.
  2. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.
  3. Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.
  4. Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by Law. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either party or its assets. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
  5. Fees: Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the court reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and attorneys’ fees awards will be offset.
  6. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) Our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable Laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

Entire Agreement

The terms of this Agreement are in addition to the End User Terms of use, Privacy Policy and other relevant documentation including any modification, alterations or updates located at transak.com. This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between You and Transak for provision and use of the Services. Except where expressly stated otherwise in a writing executed between You and Transak, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth Your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

Cumulative Rights, Construction, Waiver

The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at Law, in equity or under the Payment Method Rules. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term “including” or “such as” is not to be interpreted as limiting the generality of the text preceding the term. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

Survival

All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement.

Compliance with FCA Financial Promotion Rules (effective October 8, 2023)

Both Parties agree to comply with the provisions set forth by the Financial Conduct Authority pertaining to financial promotion (‘Rules’). The following terms will apply to Partners registered in the United Kingdom and/or Partners registered outside the United Kingdom but serving to End Users in the United Kingdom.

 

  a.  Defined terms

You agree to the following definitions within these Terms:

“Financial Promotion” means an invitation or inducement to engage End-Users in the purchase of cryptocurrency.

“Inducement” means as a link in a chain where the chain is intended to ultimately lead to an agreement to engage in an investment activity.

“Incentive” means any monetary or non-monetary benefit that encourages End-Users to purchase cryptocurrency and is included but not limited to:

  • Offering bonuses for first time cryptocurrency purchases
  • Referral bonuses or refer a friend schemes
  • Cashback offers when purchasing cryptocurrency
  • Offering discounted for particular purchase amounts
  • Offering free gifts for purchasing cryptocurrency
  • 0% fee campaigns

“Real Time Communication” means a communication made in the course of a personal visit, telephone conversation, chats, emails or other interactive dialogue. 

“Non-Real Time Communication” means a communication that is not a Real Time Communication. Communications made by letter or e-mail or in a publication as a newspaper, journal, magazine or other periodical publication, a website, a television or radio programme or a teletext service) are non-real time communications. 

“Relevant Financial Promotion” means a Financial Promotion where references are made to Transak and/or where there is an Inducement present to encourage an End User to purchase cryptocurrency with Us.

“Engaging in investment activity means” "entering or offering to enter into an agreement the making of which by either party constitutes a controlled activity as defined within the Financial Services and Markets Act 2000.

“Controlled activity means buying, selling, subscribing for or underwriting … qualifying cryptoassets … as principal or agent .

  b. Requirements for communications of Relevant Financial Promotions: You agree to the following:

  • Relevant Financial Promotions are communicated by You but prepared by Us: You acknowledge that in terms of the Rules, any Relevant Financial Promotions communicated by You on Your platform (website or mobile application) to the End Users will be considered as communication on behalf of Transak. You agree that any content/material for Relevant Financial Promotions on Your Platform shall, be prepared by Transak in accordance with these Terms before posting on Your Platform and you shall not be entitled to make any edits or modifications to the content/material of Relevant Financial Promotion without the prior written consent of Transak.

  • Relevant Financial Promotions must be Non-Real Time: You agree that Relevant Financial Promotions must be Non-Real Time in accordance with the definition set out in these terms.

  • Content of Relevant Financial Promotions: for Relevant Financial Promotions: You agree to include nothing more than the following:
    • Transak’s name (either “Transak” or “Transak Limited”
    • Logo
    • The cryptoasset on offer
    • The fiat price and amount of corresponding cryptocurrency that would be received in return
    • The conversion rate
    • Transak fees
    • A buy now button linked to Transak’s widget

c. Fair, clear and not misleading: You shall not host, display, upload, or share any information or image which is false, inaccurate or misleading.

d. Incentivising End Users to purchase cryptocurrency: You will not offer incentives to End-Users residing in the United Kingdom: You will not offer any Incentive to End-Users based in the United Kingdom to purchase crypto assets via Transak. Incentive is defined in these Terms.If You offer any incentive to End-Users who are not residing in the United Kingdom, You must take appropriate steps to ensure End-Users based in the United Kingdom cannot benefit from the incentive

e. Monitoring Rights: Transak reserves the right to monitor the Partner platform to ensure compliance with the Rules. You agree to cooperate fully with Transak in the monitoring process. This includes providing access to relevant information, documents and any other information to facilitate compliance verification. 

f. Amendment or removal of Relevant Financial Promotions: You agree to remove or amend any Relevant Financial Promotions at Transak’s request immediately within 48 hours following the request from Transak. 

g. Risk Warnings: Transak reserves the right and its sole discretion to require You to post static risk warnings in accordance with the Rules as and when provided by Transak from time to time. Failure to agree could result in Transak requiring the removal of the Relevant Financial Promotion in accordance with these Terms.

h. Indemnity: The Partner shall indemnify, defend and hold harmless Transak and any directors, officers, employees and members of Transak from and against all claims, demands, proceedings, suits, and actions and all liabilities, losses, expenses, and cost (including legal and accounting fees and expenses) arising out of or in connection with or relating to any claim or dispute brought against Transak due to breach of Partner’s obligation under this section (Compliance with Rules).

 
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