Terms and Conditions

General information

These Terms and Conditions ("Terms") constitute an agreement between you (hereinafter "you", "User") and the entity listed below ("Whitely", "Us", "We", or "Our"):

These Terms apply to the User's use of the Whitely Website, Whitely Software and other Products and Services (collectively, "Products", "Software" and/or "Services"), any and all other Services, Products, Content and Materials provided by Whitely.

The purpose of these Terms is to allow the User to accept cryptocurrency payments for User’s goods and/or services from their customers, clients, and purchasers ("Customers") by using Our Products, Software and Services and to request authorization for such Transactions.

By using Whitely website whitely.hr ("Website"), clicking the confirm checkbox while registering for a Whitely Account ("Account") or using any other Services provided by Whitely, you provide Us with full and explicit consent to accept and comply with these Terms as stated below. The User must read the entire Terms carefully before using this Website and any of Our Services.

By starting the usage of the Website and/or registering Account, the User expressly represents and warrants that the User has fully accepted these Terms, is at least 18 years of age (for individuals), has the full legal capacity to enter the agreement herein and to use the Services, and that the laws of the country of the User’s origin, residence and/or location do not prohibit the use of Our Services. It is the User’s responsibility to follow the rules and regulations of his country of residence or from which he enters and uses the Website and/or Our Services.

As long as you agree to and comply with these Terms, Whitely grants non-exclusive, non-transferable, non-sublicensable, and limited right to access and use the Website and Our Services.

You understand and agree that any Personal Information provided to Us will be governed by Our User Privacy Policy (the "Privacy Policy"). This Privacy Policy is available to Users through Our Website and forms an integral part of these Terms.

IF YOU DO NOT ACCEPT THE TERMS OUTLINED HEREINAFTER, FULLY OR IN ANY PART, DO NOT ACCESS OUR WEBSITE AND DO NOT USE OUR SERVICES.

Definitions

• User means you - a person (individual or legal entity) who has accepted these Terms for the purposes to use Our Services.
• Whitely Account, or Account means a virtual interface within the Whitely System, available for User after successful registration and verification process through login on the Website in order to access Our Services. The full functionality of the Account will be available to you after passing the verification procedure, as indicated in Section 5 of these Terms.
• Whitely means WHITE TECH d.o.o., Company No. 22301840862.
• Services mean all services and any service provided by Whitely, as set forth in the Section 2 of these Terms.
• Customers mean all your customers, clients, purchasers - natural persons or legal entities having a monetary obligation towards you in relation to the purchase of your goods and/or services and intending discharge of such obligation by paying in a Virtual Currency.
• Website means Our website whitely.hr including all its sub-domains.
• Privacy Policy means Our Privacy Policy which is available to you through Our Website.
• Transaction means a transaction of Virtual Currency entered into (and/or executed, completed, closed, etc.) through your usage of Our Services, and the technical capability of which We provide through the provision of Our Services.
• Virtual Currency (also known as cryptocurrency, virtual currency, digital currency) means a digital representation of value that can be digitally traded, or transferred, and can be used for payment or investment purposes. Virtual Currency does not include digital representations of fiat currencies, securities and other corresponding financial assets.
• Wallet means wallet address with associated public and private keys to record your ownership of Virtual Currency.
• Balance means the amount of Virtual Currency in your Wallet.
• Other Wallets mean addresses from which you receive Virtual Currency or to which you send Virtual Currency.
• KYC/KYB means Know Your Customer/Know Your Business procedures, executed for the purposes and by means as specified herein.
• 2FA means two-factor authentication.
• OFAC means the U.S. Department of Treasury's Office of Foreign Assets Control.
• Credentials mean your email, password and other login details, by means of which you can access to and verify your identity on your Account.
• Fees mean the fees We will charge you for the provision of the Services, the details of which are set out in these Terms.
• Invoice means a payment request created by you in order to accept a Virtual Currency payment, using Our Products and Services, based on the amount you want to collect.
• Unsupported Payments mean payments in Virtual Currency that We do not support or process.
• Materials mean Our Software, Products and Services, the underlying software and technology used to provide the Services, Our Website and all content, code, materials, graphics, images, User interfaces and scope of functionality, as well as other material on Our Website.
• Dispute means all claims, disputes or disagreements of any nature whatsoever arising from or relating to these Terms, Our Services or Us.
• Applicable Law means the laws of the Republic of Croatia.
• AML/CTF means anti-money laundering and counter-terrorism financing laws and regulation.
• Business day means any day except any Saturday, any Sunday, or any day which is a legal holiday or any day on which banking institutions are authorized or required by law or other governmental action to close.

The headings of these Terms are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. References to one gender include all genders. “Include”, “including” and “in particular” are deemed to have the words “without limitation” following them; “other” and “otherwise” are illustrative.

The Services

Subject to these Terms, We will make the Services available for your use through Our Website and through the use of Our Products, Software or other Services. Modifications and enhancements of, and additions to the Services will be considered a part of the Services and will be subject to these Terms.

Whitely is a blockchain/cryptocurrency payment processor that enables you to accept cryptocurrencies as a payment method in exchange for goods or services you sell to your customers ("Customers").

Whitely is neither a cryptocurrency exchange, nor a provider of cryptocurrency custody as part of the Services. The Services are only available to businesses that sell products or services and/or registered charitable organizations that accept donations.

By using the Services, you authorize Whitely to take any and all actions that We think are necessary or desirable to provide the Services and to comply with applicable laws and regulations.

The Services may include provision of software functionality, which enables to send, receive and perform other transactions (collectively, "Transactions") using bitcoin and other similar cryptocurrencies, as well as stablecoins ("Virtual Currency"), as well as using euro (EUR) and other similar fiat currencies (“Fiat currency”), which We choose in Our sole discretion to support from time to time; and the wallet address, which will be provided to you by Our third party liquidity provider, with associated public and private keys to record your ownership of Virtual Currency (your "Wallet") and the number of Virtual Currency in your Wallet (your "Balance"). Other addresses from which you receive Virtual Currency or to which you send Virtual Currency will be referred to as "Other Wallets".

For the avoidance of doubt, Whitely does not provide any Fiat currency services (e.g. fiat-to-crypto and/or crypto-to-fiat, and other Fiat currency transactions) notwithstanding that you may utilize the same on the Website and/or via Whitely Account.

The exchange of euro (EUR) Fiat currency, initially deposited through third-party fiat payment processor/provider partner Checkout (Checkout SAS), into Virtual Currencies is provided by Whitely.

While using Whitely Website or the Services, you may separately be offered additional services, products or promotions by third parties. If you decide to use any of these third-party services, you do so at your own risk and are solely responsible for reviewing, understanding and complying with the associated terms and conditions. We expressly disclaim any liability for third-party services and are not responsible for the performance of third-party services or products.

Prohibited use, Restrictions

In connection with your use of the Services, you agree you will not engage in the following Prohibited Uses. This list is non-exhaustive, and We reserve the right to modify it at any time. It is within Our sole discretion to determine whether an activity falls into one of these categories. If you are uncertain whether your use of the Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact Us at [email protected].

Unlawful Activity

Actions which violate, or would assist in violation of, any law, statute, ordinance, or regulation, applicable sanctions programs including but not limited to OFAC and Croatian Authorities or which would involve proceeds of any unlawful activity; publishing or disseminating unlawful material or information.

Abusive Activity

Actions which impose an unreasonable or disproportionately large load on Our infrastructure; interfere with, intercept, or expropriate any system, data, or information; transmit malware; attempt to gain unauthorized access to Our systems or Users’ Accounts; interfere with others’ access; use information of another party to access Our systems; transfer Account access or rights; harvest information without consent.

Abusive Actions Against Others

Actions which defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights of others; or incite, facilitate, promote, or encourage hateful or violent acts.

Fraud

Actions which operate to defraud Us, Our users, or any other person; providing false, inaccurate, or misleading information to Us.

Intellectual property infringement

Transactions involving items that infringe or violate any IP rights; use of Whitely IP without consent; any action implying untrue endorsement or affiliation with Whitely.

Prohibited business categories

• Drugs and drug paraphernalia; marijuana/cannabis businesses;
• Weapons, munitions, explosives (including fireworks); toxic/flammable/radioactive materials;
• Pseudo-pharmaceuticals; substances designed to mimic illegal drugs;
• Sexually explicit content or services; dating and adult entertainment;
• Pyramid, Ponzi, investment schemes; multi-level marketing; unfair or deceptive practices;
• Items used for speculation or hedging (e.g., derivatives); credit and collection services;
• IP-infringing goods; products/services with varying legal status; doxxing/PII sales;
• Cloud-mining; sanctioned entities; tobacco, e-cigarettes, alcohol trade; nuclear power;
• Shell banks; private/offshore banking; high-risk financial institutions (per FATF/EU lists);
• Products/services that promote anonymity; audit companies; gambling/lotteries/auctions;
• Any other business outside our risk appetite.

You shall not

• Engage in illegal activity or use the Services for illegal purposes;
• Reproduce, resell, sublicense, transfer, or make the Services available to third parties;
• Infringe the rights of others or breach AML/CTF, tax, IP or data protection laws;
• Damage, disable, overload or impair the Services; copy/frame/mirror the Services;
• Alter the display/presentation via overlays/filters/spawned windows;
• Interfere with security or abuse system resources;
• Remove or alter proprietary notices or trademarks;
• Double-spend any Virtual Currency;
• Impersonate others or misrepresent identity; or encourage any of the foregoing;
• Engage in activities contrary to Whitely’s sustainable and ethical standards.

Security research is permitted responsibly via Our Support Team and in line with our responsible disclosure policy.

Representations and Warranties

• You have capacity and freedom to enter and perform under these Terms; these Terms are binding;
• No litigation or dispute prevents your performance;
• You have obtained all required rights/consents for your use of the Services and related Transactions;
• All information you provide (including tax information) is true, accurate and complete and will be updated promptly;
• Your entity is duly organized, validly existing and in good standing;
• Your use complies with all applicable laws, including sanctions, AML/CTF; and does not violate these Terms;
• If registering on behalf of a legal entity, you are authorized to bind that entity.

Your Whitely Account ("Account")

Registration and verification are required. Submit the Partnership request form on our Website; our Support Team will contact you using the details you provide. Incorrect data may prevent completion of registration.

You must complete KYC/KYB verification (Section “Verification”). Upon successful verification, you will receive Account credentials and a link to set a password.

Login with your registration email and password. The registration email must remain valid; changes may be processed by Support after document checks.

You are responsible for maintaining the confidentiality of your Credentials and for all activity under your Account. We may suspend or terminate Accounts for inaccurate information or violations.

Verification

To use the Services, create an Account and pass verification, including one-time 2FA via email and acceptance of these Terms and the Privacy Policy. We may request:

• Government-issued ID; photo; source of funds documentation; KYC/PEP screening results; other personal information;
• For businesses: legal name/DBA, address, website, corporate documents, director/UBO IDs and proofs of address, and proof of authority.

Information must be accurate and updated within 10 business days upon change. We may request additional information at any time (e.g., DOB, tax ID) and consult third parties (credit bureaus/identity services). By accepting these Terms you authorize such checks.

We may share your information with third parties assisting in providing the Services. We prohibit Accounts/Transactions for persons in sanctioned/high-risk jurisdictions (per FATF/EU/OFAC and internal policies).

Credentials

You may create only one password/PIN for access after verification. We may require minimum complexity or changes. Transfer of Accounts/Credentials is prohibited for individuals; permitted only to authorized employees/agents for entity Accounts. You are responsible for any disclosure/transfer.

Fees

Fees are set forth on whitely.hr and displayed in your Account.

• Minimum fee: 0.5 USDC per transaction when the calculated fee would be lower.
• Fees are deducted from your Wallet Balance unless paying from Other Wallets. Insufficient Balance may lead to suspension/cancellation.
• Monthly inactivity fee: €50 if total monthly turnover < €1,000.
• Network/miner (“gas”) fees are paid by Customers and are non-refundable.

All amounts are non-refundable and payable without setoff or counterclaim.

Collecting Virtual Currency on your behalf

Whitely and our liquidity providers do not control or supervise your activities. We may suspend/terminate Services or block/reverse Transactions where we reasonably believe a violation or risk exists.

Customers may be required to complete verification at payment time as part of AML/ATF obligations. We may collect KYC data from Customers where required.

Payments are strictly between you and your Customers. We are not a party to such relationships and assume no liability for your goods/services.

Settlements are performed per your preferences (local currency, supported Virtual Currencies, or a mix). Minimum thresholds may apply. Preference changes apply prospectively.

Settlements may be delayed or restricted for investigations, legal requirements, or AML checks. We will inform you when permitted. You are solely responsible for incorrect transaction details.

Invoices

Create an Invoice via our Services. We guarantee the exchange rate for the Customer if paid within the displayed UI Timeout. You assume volatility risk of your settlement currency.

Example: requesting €100 and receiving timely crypto payment results in €100 settlement minus fees. Settlement in crypto bears market risk.

An Invoice is “Complete” when fully paid, required confirmations are met, and funds are credited. We use risk mitigation but unconfirmed payments carry risk.

Accepting payment before credit may forfeit settlement if deemed fraudulent/invalid. We may add/remove currencies (opt-out for additions). All transactions are shown in your Account; report errors within 30 days.

Transactions

You are solely responsible for conversions, deposits, withdrawals and other instructions in your Balance. Crypto conversions are irreversible. Inform Customers accordingly.

Delays caused by third parties or networks are not our responsibility. You bear network fees and risks of incorrect Wallet details. Withdraw only to your own Wallets/bank accounts. Network conditions may delay transfers.

Payment Exceptions

Underpayments: credited to your Account; you have 6 hours to complete the remainder (additional transaction fees apply).

Overpayments: excess funds are not applied; Customer may request a refund of the excess. Refunds are processed within 14 business days in USDC equivalent to the overpaid amount at the time of overpayment (minus network fees).

Unsupported Payments / Declined Transactions

Payments with unsupported coins/tokens/forks are not processed and may be lost. We assume no responsibility for Unsupported Payments.

Transactions may be declined due to wrong value, address, network, unsupported asset, poor KYC data, low gas fee, network errors, or wrong recipient.

Operations / Transactions Status

Service availability may be affected by maintenance or upgrades. We may announce interruptions when possible but are not liable for outages.

Deposit statuses

• Pending — awaiting required confirmations;
• Declined — declined per reasons in “Unsupported Payments / Declined”;
• Complete — confirmations met and credited;
• UI Timeout — client-side wait exceeded.

Withdrawal statuses

• Pending — awaiting confirmations;
• Declined — declined per reasons above;
• Complete — confirmations met and sent;
• UI Timeout — client-side wait exceeded.

Payment statuses

• Processing — awaiting confirmations;
• UI Timeout — client-side wait exceeded;
• Cancelled — cancelled before confirmations;
• Complete — paid in full, confirmed, credited.

Taxes. Financial reporting

Fees are exclusive of taxes; you will pay applicable Croatian taxes, duties, levies or assessments. Provide valid exemption certificates if applicable.

As a payment gateway, Whitely does not file your financial statements; you are solely responsible for regulatory reporting obligations.

Termination and Suspension

We may suspend/terminate Services:

• Immediately for breach of these Terms or other policies;
• If your Account balance is zero for 120+ days (upon notice);
• Upon bankruptcy/insolvency or similar incapacity events;
• For any reason with 14 days’ notice (prepaid but unused Fees refunded).

You may terminate anytime via the Services or with 14 days’ written notice (subject to identity verification).

Upon termination: rights to access/use cease, subject to a 24-hour Withdrawal Window to withdraw Balances; we may charge a termination fee equal to remaining Balances after the Window; destroy Software copies; return any loaned Products. We may retain records as required by law or to resolve disputes.

Ownership

The Software, Services, underlying technology, Website and all Materials are protected by IP rights and owned by Whitely. Purchasing access grants only limited use rights; no ownership transfers. All Whitely marks are protected. Feedback becomes Whitely’s property.

Confidentiality

You must keep our confidential information secure and not disclose it to third parties except as needed to use the Services. We may disclose information as required by law or our Privacy Policy and may charge costs of compliance.

Changes to Terms, Fees, Services and Products

We may change these Terms (including the Privacy Policy), Fees, policies and procedures by posting on the Website. Changes take effect 14 days after posting or upon presentation and your acceptance. We may change or discontinue features without liability. If you disagree, your remedy is to stop using the Services.

Security

We may treat all activity under your Credentials as authorized by you. You are responsible for safeguarding Credentials, Products and Software. Notify us immediately of compromise or loss and unlink affected devices. We may suspend Credentials and cancel pending activity during investigations of suspected fraud/unauthorized use. Transactions may traverse third-party networks; while we apply security measures, interference is possible.

Your Use of Third-Party Services

Third-party services offered alongside our Services are used at your own risk and under their own terms. We disclaim liability for their performance.

Advertising and Marketing

With your written approval, we may reference your name, URL, logo, case studies and public information in Whitely materials. Third parties may also list public data under their own terms. On termination of cooperation, you must remove references to Whitely from your channels. You warrant rights to any content you provide and that our use will not infringe third-party rights or laws.

AML/CTF requirements

We monitor Transactions and may suspend activity (including withdrawals) due to suspicious/unusual activity without liability. We have duties to report suspicious activity to authorities. We may terminate relationships that pose unacceptable AML/CTF risk.

Warranty Disclaimer

Except as expressly set forth in “Acknowledgement of Risk”, the Products, Software and Services are provided “as is” and “as available” without warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, title, or quiet enjoyment, whether statutory or implied. We do not warrant uninterrupted, error-free or virus-free operation, accuracy or reliability of outputs, or correction of defects.

We are not liable for access issues, unauthorized access/alteration, third-party acts/omissions, inaccuracies, or unconfirmed Transactions. You are solely responsible for verifying counterparties and Wallets.

Acknowledgement of Risk

• Virtual Currency involves risks; you are knowledgeable and able to bear economic risk;
• Use depends on factors beyond our control (blocks, networks, hacking, standards);
• No government/other insurance covers Virtual Currency or losses in value;
• Use may be subject to regulatory controls;
• High volatility may cause significant losses;
• Transactions may have tax consequences for which you are responsible;
• Transactions are irrevocable and irreversible;
• Whitely does not provide investment advice;
• We act as intermediary only, not principal; and your use must comply with local laws.

Limitation of Liability

To the maximum extent permitted by law, our aggregate liability is limited to: (i) for Services, Fees paid by you for the 30-day period immediately preceding the cause of action; and (ii) for Products/Software, the amount you paid for them. We are not liable for consequential, incidental, indirect, special or punitive damages (including lost profits, data, privacy, business interruption).

Applicability

Limitations and disclaimers apply regardless of theory of liability and survive fundamental breach. If your jurisdiction does not allow certain limitations, such limitations may not apply to you.

Indemnification and Set-Off

You will indemnify Whitely, our liquidity provider, affiliates, licensors, agents and personnel from damages arising from your breach or third-party claims related to your acts/omissions/Transactions. We may set-off losses against your Balances.

Independent Contractors

The parties are independent contractors; nothing creates a partnership, agency, employment, franchise or joint venture.

Assignment

You may not assign these Terms or rights/obligations without our written consent; any attempt is void. We may assign in our discretion and may subcontract obligations.

Legal Proceedings

Disputes arising from or relating to these Terms, the Services or Whitely are governed by the laws of the Republic of Croatia. Each party bears its own expenses and an equal share of costs/fees.

Force Majeure

We are excused from performance to the extent prevented by events beyond reasonable control, including natural disasters, labor disputes, supplier failures, war/violence, government action, and similar events.

Survival

Obligations that by nature survive termination (including payment obligations, confidentiality, IP, limitations of liability, indemnities) survive termination or expiration of your Account.

Severability

If any provision is held invalid/illegal/unenforceable, it will be severed or limited to effect the parties’ intent; the remainder remains in force. We may terminate these Terms if a key provision is unenforceable.

Amendments and Waivers

No modification or waiver by Whitely is effective unless in writing and signed by an authorized officer. Waivers are specific and not continuing. Delay or failure to exercise rights is not a waiver.

Notices

Notices to Whitely: [email protected] or other contact details on whitely.hr. Notices to you may be sent by mail, fax, email to your contact details on record, via your Account, or posted on our Website. You may configure notice preferences in your Account.