Terms of Use

1. Definitions and interpretation

"Affiliate" means, in relation to a person, any entity that directly or indirectly controls, is controlled by, or is under common control with that person.

"Customer" means the business entity that registers for and uses the Services, together with its authorised users acting on its behalf.

"Digital Assets" means supported cryptographic tokens, coins, or other blockchain-based digital assets accepted by Cryptonly Ltd. from time to time.

"Internal Account" means the custodial internal ledger account maintained by Cryptonly Ltd. in the name of a Customer for the purpose of recording Digital Assets received, credited, held, settled, withdrawn, or otherwise processed through the Services.

"Services" means the website, dashboard, account environment, APIs, custodial payment functionality, internal ledger services, and related business-to-business crypto payment services made available by Cryptonly Ltd.

In these Terms, references to "including" or "includes" shall be interpreted without limitation.

2. Acceptance of terms

These Terms of Use ("Terms") govern access to and use of the Services provided by Cryptonly Ltd., trading as "Cryptonly" ("Cryptonly", "we", "us", or "our"). By creating an account, accessing the dashboard, integrating with any Cryptonly API, or otherwise using the Services, the Customer agrees to be bound by these Terms.

If the individual accepting these Terms does so on behalf of a company or other legal entity, that individual represents and warrants that he or she has full power and authority to bind that entity to these Terms.

3. Eligibility; business use; territorial restrictions

The Services are made available exclusively for business use. Consumers are not authorised to use the Services unless expressly approved by Cryptonly Ltd. in writing.

The Customer represents, warrants, and undertakes on an ongoing basis that: (a) it is duly organised and validly existing under the laws of its jurisdiction; (b) it has the full right, power, and authority to enter into and perform these Terms; (c) all information supplied to Cryptonly Ltd. is complete, accurate, and not misleading; and (d) its use of the Services is lawful in every jurisdiction relevant to the Customer and its activities.

The Services are not offered to, and may not be used by or for the benefit of, any person or entity located in, organised in, resident in, or ordinarily operating from Russia, or any other jurisdiction that Cryptonly Ltd. designates as prohibited or restricted for legal, sanctions, compliance, or risk-management reasons.

4. Nature of the Services

Cryptonly Ltd. provides custodial business-to-business crypto payment infrastructure. The Services include account-based access, API functionality, transaction monitoring, settlement support, and internal ledgering of supported Digital Assets.

Cryptonly Ltd. may add, modify, suspend, or discontinue any feature, asset support, workflow, limit, integration, or part of the Services at any time where reasonably necessary for security, compliance, legal, operational, technical, or commercial reasons.

5. Account registration and security

Use of the Services requires the creation of an account. API access is available only through a valid registered account and is personal to the Customer entity approved by Cryptonly Ltd.

The Customer shall maintain at all times accurate and current account information, including contact details and authorised personnel information.

The Customer is solely responsible for safeguarding all credentials, passwords, API keys, tokens, wallet instructions, and access methods associated with its account. The Customer shall be fully responsible for all acts and omissions occurring through its account, except to the extent caused directly by Cryptonly Ltd.’s breach of these Terms.

The Customer shall notify Cryptonly Ltd. immediately upon becoming aware of any unauthorised access, compromise, loss of credentials, suspected account misuse, or security incident affecting the account or any API integration.

6. Custody; Internal Account balances; withdrawals

Cryptonly Ltd. may receive, hold, safeguard, transfer, and otherwise process supported Digital Assets on a custodial basis in connection with the Services.

Cryptonly Ltd. may maintain an Internal Account for each Customer reflecting Digital Assets received, credited, held, settled, transferred, or made available for withdrawal. The Internal Account is a custodial ledger record only and does not constitute a bank account, payment account, deposit account, insured account, e-money account, or any equivalent regulated deposit product unless expressly stated otherwise in writing.

Supported Digital Assets credited to the Customer’s Internal Account may be requested for withdrawal by the Customer at any time using the functionality made available by Cryptonly Ltd., subject always to these Terms, applicable fees, blockchain conditions, minimum withdrawal thresholds, wallet compatibility, security procedures, sanctions screening, AML review, fraud-prevention controls, reserve requirements, pending disputes, legal process, and any technical or operational limitations.

Cryptonly Ltd. may delay, condition, reject, or suspend any withdrawal request where reasonably necessary to comply with law, sanctions obligations, court orders, regulatory requirements, internal compliance procedures, fraud-prevention measures, security controls, or risk-management policies.

No interest, yield, staking reward, rebate, or return shall accrue on any Internal Account balance unless expressly agreed by Cryptonly Ltd. in a separate written agreement.

7. Transactions; irreversibility; no refunds

The Customer is solely responsible for the accuracy of all transaction instructions, wallet addresses, network selections, metadata, settlement details, destination information, and counterparties submitted through the Services.

Digital Asset transactions may be irreversible by design. Once a transaction has been initiated, broadcast, confirmed, settled, or otherwise processed through the Services, it may not be capable of cancellation, reversal, or recovery.

Except where Cryptonly Ltd. expressly agrees otherwise in writing, refunds are not available for completed or processed transactions. Cryptonly Ltd. shall have no obligation to reverse, unwind, or compensate for any transaction involving incorrect, incompatible, incomplete, or invalid instructions supplied by the Customer or its authorised users.

Cryptonly Ltd. shall not be liable for loss, delay, or failure arising from blockchain congestion, validator or miner behaviour, smart contract defects, protocol-level events, forks, network outages, wallet incompatibility, or actions or omissions of third-party providers, custodians, exchanges, RPC providers, or infrastructure vendors.

8. Fees

The Services are subject to dynamic fees. Applicable fees may vary based on transaction volume, asset type, blockchain or network conditions, settlement complexity, compliance burden, operational cost, risk profile, and any other factors determined by Cryptonly Ltd. in its sole discretion.

Fees may be communicated through the dashboard, API documentation, commercial terms, pricing schedules, invoices, or other written notices provided by Cryptonly Ltd.

Unless expressly agreed otherwise in writing, all fees charged by Cryptonly Ltd. are non-refundable.

9. Compliance; AML; sanctions; information requests

Cryptonly Ltd. may conduct anti-money laundering, counter-terrorist financing, sanctions, fraud, security, and risk-based reviews at any time before, during, or after the provision of the Services.

The Customer shall promptly provide all information and documentation reasonably requested by Cryptonly Ltd. in connection with identity verification, beneficial ownership, transaction source or destination, business activities, source of funds, purpose of transaction, sanctions nexus, or other compliance or risk inquiries.

Cryptonly Ltd. may reject, block, suspend, freeze, delay, review, or condition access to the Services, account activity, balance credits, debits, or withdrawals where Cryptonly Ltd. reasonably believes such action is necessary or appropriate for compliance, law enforcement cooperation, fraud prevention, sanctions adherence, risk mitigation, or the protection of the Services.

Cryptonly Ltd. may make disclosures to competent authorities, courts, regulators, law enforcement bodies, or other appropriate persons where required by law or where Cryptonly Ltd. reasonably believes such disclosure is necessary to protect its rights, comply with legal obligations, or respond to suspected unlawful conduct.

10. Prohibited businesses and prohibited activities

The Customer shall not use, and shall not permit any third party to use, the Services in connection with any prohibited business, prohibited activity, or prohibited counterparty described in Schedule 1 to these Terms.

Without limitation to Schedule 1, prohibited activity includes use of the Services in connection with mixers, tumblers, anonymity-enhancing transaction flows, sanctions-risk merchants, adult content or adult services, or any arrangement intended to conceal the nature, origin, destination, ownership, control, or purpose of Digital Asset transactions.

Cryptonly Ltd. may determine, acting reasonably and in good faith, whether any business model, transaction pattern, customer, merchant, wallet, address, or counterparty falls within a prohibited category or otherwise presents unacceptable legal, sanctions, financial crime, fraud, security, or reputational risk.

11. Suspension; restrictions; termination

Cryptonly Ltd. may, at any time and with or without prior notice, suspend, restrict, reject, delay, or terminate access to the Services, any account, any Internal Account function, or any withdrawal or transaction request where Cryptonly Ltd. reasonably determines that such action is necessary or appropriate under these Terms.

The Customer may stop using the Services and request closure of its account at any time, subject to completion of any pending transactions, settlement of outstanding fees, resolution of disputes, compliance reviews, or legal holds.

Termination or suspension shall not affect accrued rights, payment obligations, indemnities, limitations of liability, confidentiality obligations, or any provisions which by their nature are intended to survive.

12. Customer obligations

The Customer shall: (a) use the Services solely for lawful and authorised business purposes; (b) maintain reasonable internal security controls; (c) secure all devices and systems used to access the Services; (d) comply with all applicable laws and regulations; and (e) ensure that its authorised users, agents, contractors, and counterparties comply with these Terms where relevant.

The Customer is solely responsible for its own legal, tax, accounting, financial reporting, licensing, and regulatory obligations arising from its use of the Services.

13. Intellectual property

All rights, title, and interest in and to the Services, the website, dashboard, APIs, documentation, software, trademarks, trade names, branding, designs, content, and all related intellectual property are and shall remain vested in Cryptonly Ltd. or its licensors.

Subject to these Terms, Cryptonly Ltd. grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for the Customer’s internal business purposes during the term of these Terms.

The Customer shall not copy, modify, reverse engineer, disassemble, create derivative works from, resell, sublicense, lease, or exploit the Services except to the extent expressly permitted by mandatory law or by Cryptonly Ltd. in writing.

14. No advice

Nothing in the Services, website, materials, communications, dashboards, APIs, analytics, or support communications constitutes financial, investment, legal, tax, accounting, or other professional advice. The Customer remains solely responsible for obtaining independent professional advice appropriate to its circumstances.

15. Digital asset risk disclosure

The Customer acknowledges and accepts the substantial risks associated with Digital Assets and blockchain-based systems, including price volatility, liquidity constraints, protocol changes, forks, cybersecurity risks, smart contract vulnerabilities, software bugs, transaction irreversibility, and network or validator failures.

Cryptonly Ltd. does not guarantee the uninterrupted availability, finality, timing, compatibility, confirmation speed, or recoverability of any Digital Asset transaction, network operation, or blockchain-related process.

16. Disclaimer of warranties

To the maximum extent permitted by applicable law, the Services are provided on an "as is" and "as available" basis, and Cryptonly Ltd. disclaims all representations, warranties, conditions, and guarantees of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, or error-free operation.

17. Limitation of liability

To the maximum extent permitted by law, Cryptonly Ltd. and its affiliates, officers, directors, employees, agents, contractors, and licensors shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential loss or damage, including loss of profit, revenue, business, contracts, opportunity, goodwill, data, or Digital Assets.

To the maximum extent permitted by law, Cryptonly Ltd.’s aggregate liability arising out of or in connection with these Terms or the Services, whether in contract, tort (including negligence), breach of statutory duty, restitution, misrepresentation, or otherwise, shall not exceed the total fees paid by the Customer to Cryptonly Ltd. during the three (3) months preceding the event giving rise to the relevant claim.

Nothing in these Terms shall exclude or limit liability to the extent such liability cannot be excluded or limited under applicable law.

18. Indemnity

The Customer shall defend, indemnify, and hold harmless Cryptonly Ltd. and its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, penalties, fines, judgments, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Customer’s use of the Services; (b) the Customer’s breach of these Terms; (c) any unlawful act or omission by the Customer or its authorised users; or (d) any dispute between the Customer and its merchants, end users, counterparties, or service providers.

19. Confidentiality

Each party shall treat as confidential all non-public business, technical, commercial, security, compliance, and operational information disclosed by the other party in connection with the Services and shall not disclose such information except as required by law, to professional advisers under duties of confidence, or as otherwise permitted under these Terms.

This clause shall not apply to information that is or becomes public through no breach of these Terms, was lawfully known without restriction prior to disclosure, is lawfully received from a third party without breach of confidence, or is independently developed without use of confidential information.

20. Force majeure

Cryptonly Ltd. shall not be liable for any delay, interruption, suspension, degradation, or failure in the performance of the Services caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labour disputes, governmental acts, sanctions, power outages, internet or telecommunications failures, cyberattacks, blockchain outages, protocol changes, forks, software failures, or third-party infrastructure failures.

21. Privacy

Cryptonly Ltd. processes personal data in accordance with its Privacy Policy, as amended from time to time. The Privacy Policy forms part of the contractual framework governing the Services to the extent applicable.

22. Governing law and dispute resolution

These Terms, and any non-contractual obligations arising out of or in connection with them or the Services, shall be governed by and construed in accordance with the laws of England and Wales, excluding its conflict of laws principles.

Any dispute, controversy, claim, or difference arising out of or in connection with these Terms, including any question regarding their existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration under the LCIA Arbitration Rules, which Rules are deemed incorporated by reference into this clause.

The seat, or legal place, of arbitration shall be London, England. The language of the arbitration shall be English. The number of arbitrators shall be one, unless the LCIA Court determines otherwise in accordance with the applicable Rules.

Nothing in this clause shall prevent Cryptonly Ltd. from seeking interim, injunctive, conservatory, or equitable relief in any court of competent jurisdiction.

23. Amendments

Cryptonly Ltd. may amend these Terms from time to time. Updated Terms shall become effective on the date stated in the updated version or, if no date is stated, upon publication through the Services or website. Continued use of the Services after the effective date of the updated Terms shall constitute acceptance of the amended Terms.

24. Miscellaneous

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

The Customer may not assign, transfer, charge, delegate, or otherwise dispose of any rights or obligations under these Terms without the prior written consent of Cryptonly Ltd. Cryptonly Ltd. may assign or transfer its rights and obligations under these Terms in connection with a group reorganisation, financing, merger, acquisition, or sale of business or assets.

No failure or delay by Cryptonly Ltd. in exercising any right, remedy, power, or privilege shall operate as a waiver thereof.

These Terms constitute the entire agreement between the parties in relation to their subject matter and supersede all prior discussions, proposals, understandings, and agreements relating to that subject matter.

25. Contact

Questions regarding these Terms may be directed to: support@cryptonly.net

Schedule 1 - Prohibited businesses and prohibited activities

The Customer shall not use, and shall not permit any third party to use, the Services in connection with any of the following categories.

1. Mixing, obfuscation, and anonymity-enhancing services. Any service, application, protocol, business, or transaction activity designed to conceal, obfuscate, fragment, anonymise, disguise, or frustrate tracing of the source, ownership, control, destination, or movement of Digital Assets, including coin mixers, tumblers, anonymity-enhancing routing services used for concealment purposes, layering or structuring activity intended to obscure provenance, and any substantially similar activity identified by Cryptonly Ltd. as creating elevated financial crime or sanctions risk.

2. Sanctioned or sanctions-risk activity. Any business, person, jurisdiction, wallet, address, counterparty, or transaction that is subject to sanctions, asset freezing measures, embargoes, or equivalent restrictions; is owned or controlled by a sanctioned person; is located in, organised in, resident in, or ordinarily operating from a restricted jurisdiction designated by Cryptonly Ltd.; or otherwise presents elevated sanctions-evasion risk.

3. Adult content and adult services. Any business or activity involving pornography, sexually explicit content, adult live streaming, webcam services, escort or sexual services, adult entertainment platforms, marketplaces monetising explicit sexual content, or any substantially similar adult-oriented business model determined by Cryptonly Ltd. to fall within this category.

4. Evasion and concealment. Any conduct intended to evade Cryptonly Ltd.’s controls or conceal the true nature of the merchant, beneficiary, originator, counterparty, product, jurisdiction, transaction purpose, ownership, or beneficial ownership.

5. Consequences. Where Cryptonly Ltd. determines that the Customer has engaged in, facilitated, or attempted any prohibited business or activity, Cryptonly Ltd. may, without liability and with or without notice, refuse to process transactions, freeze or restrict balances, delay or reject withdrawals, suspend or terminate access to the Services, file reports with competent authorities, and take any other action reasonably required for compliance, security, or risk management purposes.