Terms of Service

1. Agreement to Terms

By accessing or using the First Digital Pay website, applications, APIs, documentation or services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not agree, you must not access or use the Services.

The Services are operated by First Digital Pay (for United States operations) and First Digital Payment Services (for operations in the United Arab Emirates and England & Wales), together referred to as "First Digital Pay," "we," "us," or "our."

These Terms apply alongside our Privacy Policy and Cookie Policy, which are incorporated by reference. Where you have signed a separate written master services agreement, order form or data processing agreement with us, that agreement prevails over these Terms to the extent of any conflict.

2. Definitions

• "Client" means a business, merchant, institution or professional counterparty that has entered into a commercial agreement with us.
• "Digital Assets" means cryptographic tokens, including Bitcoin, recorded on a distributed ledger.
• "Transaction Data" means data relating to a payment instruction, counterparty, settlement instruction or verification event.
• "veritServ™" means our transaction verification and evidencing layer.
• "Applicable Law" means all laws, regulations, rules and binding regulatory guidance applicable to a party in the relevant jurisdiction.

3. Not a Bank or Financial Institution

First Digital Pay provides transaction-processing infrastructure, identity-enablement technology and payment orchestration tools. We are not a bank, lender, deposit-taker, money transmitter, custodian, exchange, broker-dealer, investment adviser, fund manager or licensed financial institution unless expressly stated in a separate written agreement.

We do not hold customer deposits, issue deposits, provide loans, offer investment advice, or take custody of customer Bitcoin, Digital Assets or fiat funds unless specifically agreed in a regulated, contractual arrangement with a licensed counterparty. Our central operating principle is: we process the transaction; we do not take custody of customer BTC.

Nothing on the Services constitutes an offer, solicitation, recommendation or advice to buy, sell or hold any asset, security or financial instrument, nor an offer of banking services in any jurisdiction where such an offer would be unlawful.

4. Description of Services

Our platform is organized around four core technology capabilities:

• Crypto Transaction Platform: non-custodial infrastructure connecting eligible digital-asset transactions to authorized counterparties and settlement workflows.
• Biometric Card Issuing: identity-enabled payment authorization technology for eligible card programs, delivered with licensed issuing partners.
• Settlement Hub: a coordination layer connecting processed transactions to appropriate settlement destinations.
• Payment Risk Engine: transaction risk scoring, behavioral signals and rule-based controls.

Specific features, availability, eligibility and regulatory treatment depend on your jurisdiction, your counterparties, licensing status and any separate commercial agreement. We may add, modify, suspend or discontinue any feature at any time, and will use reasonable efforts to give Clients advance notice of material adverse changes.

5. Eligibility and Account Security

You must be at least 18 years old and have legal capacity to enter into these Terms. You represent that all information you provide is accurate, complete and current, and you agree to keep it updated.

Where access credentials, API keys or authentication devices are issued to you, you are responsible for keeping them confidential, restricting access to authorized personnel, and promptly notifying us of any suspected compromise at security@firstdigitalpay.com. You are responsible for all activity conducted under your credentials, except to the extent caused by our proven failure.

6. Compliance, AML, Sanctions and Onboarding

Access to commercial Services is conditional on satisfactory completion of onboarding checks, which may include know-your-customer (KYC), know-your-business (KYB), ultimate beneficial ownership, source-of-funds and source-of-wealth verification, and sanctions and politically exposed person screening, performed by us or by our licensed partners.

You represent, warrant and covenant on a continuing basis that:

• You are not subject to sanctions administered by the United States (OFAC), the United Nations, the European Union, the United Kingdom (OFSI) or the United Arab Emirates, and are not owned or controlled by a sanctioned person;
• You are not located in, ordinarily resident in, or organized under the laws of a comprehensively sanctioned or prohibited jurisdiction;
• Funds and Digital Assets used in connection with the Services derive from lawful sources and are not the proceeds of crime;
• You will comply with all Applicable Law, including anti-money-laundering, counter-terrorist-financing, anti-bribery, tax reporting and export-control requirements.

We may refuse, delay, freeze, reverse where technically possible, or report any transaction, and may suspend or terminate access, where required by Applicable Law or where we reasonably suspect a breach of this section. We may be legally prohibited from disclosing the reason for such action.

7. Acceptable Use

You agree not to, and not to permit any third party to:

• Use the Services for illegal, fraudulent, deceptive or sanctions-violating activity;
• Use the Services in connection with mixing or tumbling services, darknet markets, ransomware proceeds, unlicensed gambling, or other prohibited activities we notify to you;
• Attempt to gain unauthorized access to our systems, accounts or data, or bypass authentication, rate limits or security controls;
• Probe, scan or test the vulnerability of our systems except under an authorized disclosure programme;
• Reverse engineer, decompile, disassemble or create derivative works of any part of the Services, except to the extent this restriction is prohibited by Applicable Law;
• Introduce viruses, malware or other harmful code, or engage in denial-of-service or scraping activity;
• Misrepresent your identity, affiliation or authority, or impersonate First Digital Pay;
• Use the Services in any manner that could damage our reputation, harm other users, or violate Applicable Law.

8. Third-Party Services and Counterparties

The Services interoperate with banks, licensed exchanges, liquidity providers, card issuers, custodians, blockchain networks and other third parties. We are not responsible for the acts, omissions, availability, pricing, solvency or compliance posture of any third party, and settlement timing may depend on their systems. Links to third-party sites are provided for convenience and do not imply endorsement.

9. Digital-Asset Risk Disclosure

Digital-asset transactions carry inherent risks, including price volatility, liquidity risk, network congestion, protocol failure, forks, regulatory change and the irreversibility of on-chain transfers. Blockchain transactions cannot generally be recalled once confirmed. Sending assets to an incorrect address, or on an unsupported network, may result in permanent loss. You are solely responsible for evaluating these risks and for obtaining your own legal, tax and financial advice.

10. Fees and Taxes

Fees for commercial Services are set out in your order form or commercial agreement. Unless stated otherwise, fees are exclusive of VAT, sales tax and other applicable taxes, which you are responsible for paying. Network and third-party fees are passed through at cost. Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law.

11. Data Protection

Our processing of personal data is described in our Privacy Policy. Where we process personal data on behalf of a Client as processor, the parties will enter into a data processing agreement incorporating the UK/EU Standard Contractual Clauses or the UK International Data Transfer Addendum where transfers require them. Each party shall comply with the EU General Data Protection Regulation (GDPR), the UK GDPR and Data Protection Act 2018, the UAE Federal Decree-Law No. 45 of 2021 (PDPL) and DIFC Data Protection Law No. 5 of 2020, and applicable United States state privacy laws, in each case as relevant to its role.

12. Confidentiality

Each party may receive non-public information of the other. The receiving party shall use it only to perform under these Terms, protect it with no less than reasonable care, and not disclose it except to personnel and advisers bound by equivalent obligations, or as required by law with prompt notice where lawfully permitted. These obligations survive termination for five years, and indefinitely for trade secrets and personal data.

13. Security Commitments

We maintain a documented information-security programme including encryption in transit and at rest, least-privilege access control, multi-factor authentication for administrative access, network segmentation, logging and monitoring, vulnerability management, secure software development practices, vendor due diligence, and business continuity and disaster recovery planning. We test controls periodically, including through independent assessment where contractually agreed.

No system is perfectly secure. We do not warrant that the Services will be free of vulnerabilities. If you discover a security issue, report it responsibly to security@firstdigitalpay.com and do not exploit or publicly disclose it before we have had a reasonable opportunity to remediate.

14. Intellectual Property and Feedback

All content, trademarks, logos, software, models, documentation and materials on the Services are owned by First Digital Pay or its licensors and protected by intellectual property laws. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable licence to access the Services for your internal business purposes. All rights not expressly granted are reserved.

If you submit ideas, suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without obligation or attribution.

15. API and Developer Terms

Where API access is provided, you must respect published rate limits, use only documented endpoints, keep credentials secure, not cache or store data beyond what is necessary, and implement retries with exponential backoff. We may throttle, version, deprecate or revoke API access to protect platform integrity, and will give reasonable notice of breaking changes where practicable.

16. Service Availability

Unless a service-level agreement is expressly agreed in writing, the Services are provided without uptime commitments. We may perform scheduled maintenance and will use reasonable efforts to minimise disruption.

17. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ACCURACY. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR FREE OF HARMFUL COMPONENTS. Nothing in these Terms excludes liability that cannot lawfully be excluded, including for death or personal injury caused by negligence or for fraud.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FIRST DIGITAL PAY AND ITS AFFILIATES, OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR DIGITAL-ASSET VALUE, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD 100).

19. Indemnification

You agree to indemnify, defend and hold harmless First Digital Pay and its affiliates, officers, employees and agents from any claims, liabilities, damages, losses, fines, penalties or expenses (including reasonable legal fees) arising out of your use of the Services, your Transaction Data, your breach of these Terms, or your violation of Applicable Law or third-party rights.

20. Force Majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, labour action, utility or telecommunications failure, blockchain network failure or congestion, cyberattack, or governmental or regulatory action.

21. Suspension and Termination

We may suspend or terminate access to the Services immediately where required by law, where we reasonably suspect fraud, sanctions exposure or a security threat, or where you materially breach these Terms. Either party may terminate a non-commercial relationship at any time. Upon termination, licences granted to you cease, and sections that by their nature should survive (including confidentiality, intellectual property, disclaimers, liability limits, indemnity and governing law) will survive.

22. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States; the laws of England & Wales; or the laws of the Dubai International Financial Centre (DIFC), United Arab Emirates, in each case as applicable to the entity through which you access the Services, without regard to conflict-of-law rules.

Any dispute shall first be addressed through good-faith negotiation between senior representatives for thirty days. If unresolved: disputes relating to United States operations shall be resolved in the state or federal courts located in Delaware; disputes relating to England & Wales operations shall be resolved in the courts of England & Wales; and disputes relating to UAE operations shall be resolved by arbitration seated in the DIFC under the DIFC-LCIA Arbitration Rules, in English, before one arbitrator.

To the extent permitted by law, disputes shall be brought on an individual basis only and not as a class, collective or representative action. Nothing prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect confidential information or intellectual property.

23. General

• Assignment: you may not assign these Terms without our written consent; we may assign to an affiliate or in connection with a merger or acquisition.
• Severability: if any provision is unenforceable, the remainder continues in effect.
• No waiver: failure to enforce a provision is not a waiver of it.
• Entire agreement: these Terms, together with any commercial agreement, constitute the entire agreement between the parties.
• Notices: legal notices to us must be sent to legal@firstdigitalpay.com; notices to you may be sent to your registered contact address.
• Electronic communications: you consent to receiving communications and contractual notices electronically.
• No third-party beneficiaries: except for indemnified affiliates, no third party may enforce these Terms.

24. Changes to These Terms

We may update these Terms from time to time. The updated version will be posted on this page with a revised "Last updated" date, and material changes affecting Clients will be notified where reasonably practicable. Continued use of the Services after changes take effect constitutes acceptance.

25. Contact

For questions about these Terms, contact legal@firstdigitalpay.com. For privacy matters, contact privacy@firstdigitalpay.com. For security matters, contact security@firstdigitalpay.com.

First Digital Pay operates as a remote-first organization. Registered office details for First Digital Pay (United States), and for First Digital Payment Services (United Arab Emirates and England & Wales), are available on request from legal@firstdigitalpay.com and are listed on our Contact page.