By accepting the Global Account Terms (the "Terms"), the User expressly acknowledges and agrees that such acceptance constitutes acceptance of, and agreement to be bound by, (i) the applicable Card Terms and Conditions, solely with respect to the use of the Card in connection with the Stablecoin Account, and (ii) the applicable Reserve Terms and Conditions, solely with respect to any features or services related to the Stablecoin Account under the Reserve offering. If the User does not agree to such terms, the User must not access or use the relevant services.
These Terms apply from the date the User accepts them (the "Effective Date") and continue until terminated as set forth herein.
The Ontop Global Account serves as the financial hub for global workers, operating as a technological framework composed of independent balance containers ("Sub-Accounts") accessible through a unified interface.
The Global Account operates through three distinct layers:
Ontop collaborates with Regulated Institutions that directly provide specific financial services to you. These Regulated Institutions operate in compliance with applicable local financial regulations. The Regulated Institutions, through Ontop's technology, enable the available inbound methods such as payroll, direct deposits, or Ontop Pay, allowing users to direct funds into their Global Account. Ontop does not provide these funding methods directly but acts as a facilitator. The choice of a transfer method does not determine legal custody of funds; custody depends exclusively on the Regulated Institution managing the Sub-Account where the funds are held. Not all inbound methods are available for all Sub-Accounts.
Ontop offers users various financial products from our Regulated Institutions, accessible directly through the Ontop platform. Each product is displayed independently as a separate Sub-Account. While these balances may be shown in a consolidated view within the total wallet balance, they are not commingled and remain independent. To access each service, in some cases users must accept the specific Terms and Conditions or the underlying partner agreement for that Sub-Account and complete the onboarding requirements defined by Regulated Institutions when applicable.
Each Sub-Account represents a legally and operationally independent balance governed by its specific applicable terms. Balances may include:
"You" or the "User" confirm that you have read, understood, and accepted these Terms. These Terms form a binding agreement between you and Ontop Holdings Inc. ("Ontop", "we", "us"), including:
The ability to use funds (including payouts, card usage, P2P transfers, bill payments, conversions, Ontop Quick, Ontop Reserve, or other functionalities) depends on the specific Sub-Account and the regulated entity providing the underlying service. Certain features or services may be restricted or unavailable based on your jurisdiction or the country associated with your account.
Not all transfer methods are available for all Sub-Accounts.
For the Payroll Sub-Account Ontop acts as Payment Agent. You authorize Ontop to act as your Payment Agent by receiving payments on your behalf. Ontop fulfills its payment obligation upon crediting funds to your Payroll Sub-Account.
Regarding the Personal Account: Digital Asset Wallet Services USDC Stablecoin and Fiat Virtual Accounts Powered by BVNK, Ontop is not a financial institution, bank, electronic money institution, custodian, or money transmitter and does not directly provide regulated payment services, custody services, or money transmission services. Ontop provides technology, interface, and user experience, enabling access to different services delivered by third-party providers. These third parties may or may not be subject to regulatory oversight.
For Digital Asset Wallet Services USDC Stablecoin Powered by BVNK and Fiat Virtual Accounts Powered by BVNK, such entities may include, among others:
Each Sub-Account is independent and subject to the specific terms governing that product. Sub-Account availability is subject to user eligibility, and certain features or functionalities may be restricted depending on the specific Sub-Account.
Payroll-related balances are governed by the Worker T&Cs and Workers Wallets Terms. Ontop aims to enable Workers to provide services and receive their compensation payments from Clients or from Ontop. Depending on the nature of the relationship, Ontop acts as a payment agent for the Worker, a contracting party, or both.
Future Fund Payroll-related balances are governed by the Future Fund T&C. The Future Fund Service is a voluntary loan arrangement through which Users may choose to temporarily loan funds to Ontop in exchange for Rewards.
The financial and Digital Asset Wallet Services or Fiat Virtual Account Services accessible through the Ontop Global Account are provided directly by BVNK, and/or a BVNK Service Partner, depending on the applicable jurisdiction and the type of service ("Embedded Services"). In relation to the BVNK Services provided by BVNK to Users, BVNK (or the relevant BVNK Affiliate or BVNK Service Partner, as applicable) will be the custodian and/or transmitter of funds, and is the entity holding the applicable license.
Ontop solely provides the technology, interface, and user experience that enables Users to access services provided by BVNK or its Service Partners.
Only BVNK or its Service Partners that enter into the applicable service shall be liable to the User for the provision of that service.
Availability of specific Transfer Layer and Features and Functionalities may be restricted to selected Users authorized by BVNK or its Service Partner.
a. Digital Asset Wallet Sub-Account services (USDC Stablecoin)
Subject to approval by BVNK or its relevant Service Partner, selected Users may be enabled to access Digital Asset Wallet Services limited to USDC stablecoin. Access to USDC stablecoin wallets is restricted to Users approved by BVNK or its relevant Service Partner.
Digital Assets:
Transfer Layer and Utility Layer, may be subject to restrictions and Users are not allowed to return funds to their Payroll Sub-Account.
Funds held in Digital Asset Wallet Services do not earn interest.
Digital Asset Wallet services may include:
Digital Asset Risk Disclosure:
The user acknowledges and accepts the following risks applicable to Digital Asset:
The user assumes full responsibility for the risks associated with purchasing, selling, holding, or transferring Digital Assets.
b. Fiat Virtual Account Services Powered by BVNK in the BVNK Sub-Accounts
Where enabled, users may access Fiat Virtual Account services, including:
Where a Fiat Virtual Account is provided by a BVNK Service Partner, the regulated payment services associated with such an account are provided directly by that BVNK Service Partner and not by Ontop.
Funds held in Fiat Virtual Accounts do not earn interest.
The BVNK Fiat funds are separate and different from the Payroll Sub-Account a Worker might receive through Ontop.
c. Inbound Layer and Utility Layer — Features & Functionalities
Where enabled by BVNK or its Service Partner, Users may be permitted to fund their accounts through:
The availability of Inbound Layer methods is subject to phased enablement and regulatory approval by BVNK or its Service Partner.
Outbound transactions (Utility Layer — Features & Functionalities) are subject to transactional limits established by BVNK or its Service Partner as well as limits defined and informed by Ontop.
Applicable transaction limits are made available to Users within Ontop platform and may be modified in accordance with BVNK's or BVNK Service Partner compliance, risk, and regulatory requirements.
Some payment services, including withdrawal services, will be provided by Ontop through Regulation Institution providers as stated in Ontop Platform General Terms and Conditions.
Users acknowledge and agree that Digital Asset Wallets and Fiat Virtual Accounts may be denominated in specific currencies as determined by BVNK or its applicable Service Partner.
Where a User initiates a conversion between currencies (including between fiat currency and Digital Assets, or between different Digital Assets), the applicable exchange rate shall be determined at the time the transaction is processed by BVNK or its relevant Service Partner.
Exchange rates:
The User acknowledges that:
Ontop does not set exchange rates and is not responsible for determining pricing applicable to any conversion.
By initiating a conversion, the User authorizes BVNK or its Service Partner to apply the exchange rate available at the time of execution and to deduct any applicable Fees in accordance with the applicable Terms and Conditions accepted by the User.
Before confirming any payment instruction, the User will be presented with transaction details including, as applicable: (i) the source wallet or account; (ii) the destination wallet address or account details; (iii) the payment amount and applicable fees; and (iv) any exchange rate or conversion applied. Digital asset transactions are irreversible. The User acknowledges and agrees that providing an incorrect or invalid wallet address or payment instruction will result in the permanent and irreversible loss of funds, and neither Ontop nor BVNK shall be responsible for recovering such funds. Furthermore, the User acknowledges that once funds are converted from USD Payroll Accounts to Digital Asset Wallet Services USDC Stablecoin Powered by BVNK, these cannot be returned or transferred back from that Sub-Account to the payroll Sub-Account. By confirming a transaction, you expressly accept all associated risks and confirm the accuracy of the information provided.
Ontop or BVNK shall have the right to set off and apply any amounts due to the User against any and all obligations owed to BVNK or to Ontop by the User.
Pursuant to the Embedded Services Offering:
Ontop may be responsible for certain "Technology and Other Services," including, where applicable:
However, the custodian of funds or digital assets under the Fiat Virtual Sub-Account Services and Digital Asset Wallet Sub-Account Services remain the sole responsibility of BVNK or its Service Partners.
Access to the Fiat Virtual Account Services powered by BVNK and Digital Asset Wallet Services is subject to:
The user agrees to provide accurate, complete, and up-to-date information. Ontop, BVNK or its Service Partners may conduct due diligence prior to onboarding and on an ongoing basis in accordance with applicable law under BVNK's Terms and Conditions in the state of Delaware.
Ontop reserves the right to modify the information required for Users to provide in order to create and/or maintain the Global Account and/or for the purposes of conducting periodic KYB, KYC and/or due diligence processes, from time to time and at our sole discretion. We may, from time to time, request additional tax information depending on the country of residence of the User. Ontop may share User information, including the results of background checks, with BVNK, its Service Partners, and any applicable regulatory or governmental authority, solely to the extent required for compliance with applicable law, AML obligations, KYC requirements, or the performance of services under these Terms. Any such sharing shall be conducted in accordance with Ontop's Privacy Policy and data protection law.
To facilitate these services, you expressly authorize the sharing of "Protected Data" between Ontop, BVNK, and their authorized sub-processors. This data includes not only the identity documents provided during onboarding but also granular technical and transactional metadata necessary for fraud prevention and regulatory compliance. This includes, but is not limited to, IP addresses, geolocation data, device identifiers, cryptocurrency wallet IDs, and transaction hashes. Such sharing is conducted strictly for "Permitted Purposes," including the performance of the contract, risk mitigation, and fulfillment of statutory obligations.
Regarding the processing of your personal data, you acknowledge that Ontop and BVNK operate under distinct regulatory roles depending on the specific service provided. For the core technological interface and account management, Ontop acts as an Independent Controller. However, in providing Digital Asset Wallet Sub-Account services (USDC Stablecoin) and Fiat Virtual Sub-Account Services Powered by BVNK Ontop acts as a Processor for BVNK. For the underlying financial custody, transmission, and conversion of digital assets or fiat virtual accounts, BVNK acts as the primary Data Controller.
Applicable fees, if any, will be deducted directly from the user's fiat or digital asset balance and will be disclosed no later than at the time of the respective transaction. The User remains liable for any outstanding amounts due under the BVNK or its Service Partners terms and conditions.
Ontop reserves the right to suspend, terminate, or limit your access to any service from a Sub-Account at any time for any reason. Regarding the services provided by BVNK and BVNK's Service Partners, they may suspend or restrict some or all services in accordance with their Terms and Conditions, including where:
Unlawful Use: There is suspected unlawful, fraudulent, or improper use of the services.
Due Diligence Failure: There is a failure to provide information required for Customer Due Diligence (CDD), Enhanced Due Diligence (EDD), or periodic identity refreshes.
Non-compliance: There is non-compliance with Applicable Law, including anti-money laundering (AML) and counter-terrorist financing obligations.
Regulatory/Legal Mandates: There is a directive from a regulatory body or law enforcement agency, or a court order.
Financial Crime Risk: There is a risk related to sanctions, Politically Exposed Persons (PEPs), or adverse media reports.
Unpaid Amounts: There are unpaid outstanding amounts related to the services provided.
Ontop has implemented reasonable technical and organizational measures designed to prevent identity fraud and impersonation during the account opening process. These measures include, but are not limited to, identity document verification, biometric checks, liveness detection, and cross-referencing of User-provided information against third-party databases, as part of Ontop's KYC and Customer Due Diligence (CDD) onboarding procedures.
Notwithstanding the above, the User acknowledges and agrees that:
(a) User Responsibility for Accuracy. All information and documentation submitted during account opening must correspond to the User's true and verified identity. The User represents and warrants that they are the person they claim to be and that no information provided during onboarding has been falsified, altered, or submitted on behalf of another person without proper authorization.
(b) No Guarantee of Detection. While Ontop makes reasonable efforts to detect and prevent identity fraud at onboarding, Ontop does not guarantee that all instances of impersonation or identity misuse will be identified. Ontop's verification measures are designed to meet applicable regulatory standards and do not constitute an absolute guarantee against fraud.
(c) Consequences of Identity Fraud. If Ontop determines, at any time, that an account was opened using false, stolen, or misappropriated identity information, Ontop reserves the right to immediately suspend or permanently terminate access to the Global Account and all associated Sub-Accounts, freeze any available balance pending investigation, and report the matter to the relevant regulatory or law enforcement authorities, as required or permitted by applicable law.
(d) Limitation of Liability. To the fullest extent permitted by applicable law, Ontop shall not be liable for any losses, damages, or claims arising from the fraudulent opening of an account by a third party acting in impersonation of the User, provided that Ontop has applied its standard verification procedures at the time of onboarding. The User's sole recourse in such cases shall be to notify Ontop immediately and cooperate fully with any investigation.
(e) Ongoing Verification. Ontop reserves the right to conduct additional identity verification checks at any point during the lifecycle of the Global Account, including periodic re-verification, where required by applicable law or deemed necessary by Ontop in its reasonable discretion. Failure to complete such re-verification within the timeframe requested by Ontop may result in restricted access to the Global Account or its Sub-Accounts.
Where the User is a legal entity (including a corporation, partnership, limited liability company, or any other form of business organization) rather than an individual, the following additional conditions apply and constitute representations and warranties made by the User upon acceptance of these Terms and on a continuing basis throughout the duration of the Agreement:
(a) Legal Existence and Authority. The User is a duly incorporated and validly existing entity under the laws of its jurisdiction of incorporation. The User has the requisite legal power, authority, and capacity to enter into and perform its obligations under these Terms. The individual accepting these Terms on behalf of the entity represents and warrants that they are duly authorized to bind the entity to these Terms.
(b) Permits and Licenses. The User holds all necessary permits, licenses, authorizations, and consents required under applicable law to operate its business and to access and use the Global Account and its Sub-Accounts for its intended purposes.
(c) Lawful Business Operations. The User's business has been and will continue to be operated in full compliance with applicable laws, including those relating to anti-money laundering (AML), counter-terrorist financing (CTF), sanctions, and financial crime prevention. The User shall not use the Global Account or any Sub-Account in connection with any activity that is unlawful or fraudulent.
(d) Accuracy of Information. All information provided by the User to Ontop, BVNK, or their respective Service Partners — including during onboarding and on an ongoing basis — is and will remain complete, accurate, and not misleading. The User agrees to promptly update Ontop of any material changes to such information.
(e) Obligation to Notify Material Changes. The User must notify Ontop in writing without undue delay in the event of any of the following: (i) a change of control, registered name, registered address, or jurisdiction of incorporation; (ii) a change in directors, beneficial owners, or authorized signatories; or (iii) a material change to the User's business activities, financial position, or risk profile. Failure to notify Ontop of such changes may result in suspension or termination of access to the Global Account and its Sub-Accounts.
(f) Prohibition on Money Transmission. The User undertakes not to use any Sub-Account — including the Fiat Virtual Account Services or Digital Asset Wallet Sub-Account Services Powered by BVNK — for money transmission, payment aggregation, or other regulated money service business activities on behalf of third parties, unless the User holds the applicable licenses and has obtained prior written authorization from Ontop and BVNK.
(g) Third-Party Access. Where the User permits any third party to access, use, fund, or benefit from the Global Account or any underlying Sub-Account, the User remains solely responsible for conducting adequate due diligence on such third parties and ensuring their compliance with these Terms and applicable law. The User shall ensure that no third party subject to sanctions, engaged in prohibited activities, or presenting undue legal or financial risk is permitted to use or benefit from any service accessed through the Global Account.
Ontop, BVNK, and their respective Service Partners reserve the right to request any additional information or documentation from entity Users at any time, including for the purposes of KYB (Know Your Business), KYC, AML, PEP screening, or source of funds verification, and to suspend or restrict access pending the satisfactory provision of such information.
For security and compliance purposes, Ontop may apply daily transaction limits to your Payroll Sub-Account and Digital Asset Wallet Sub-Account. Applicable transaction limits are made available to Users within Ontop platform. Upon reaching this limit, further transactions will be temporarily blocked until the following calendar day. Ontop may require you to complete an additional verification process before resuming transfers. Ontop reserves the right to modify applicable limits at any time based on risk, compliance, or operational requirements, with or without prior notice.
Ontop will not charge a maintenance fee for the Payroll Sub-Account or Digital Asset Wallet Sub-Account as long as you remain an active user. Individual transactions may be subject to applicable fees and/or foreign exchange rates as detailed in the applicable Fee Schedule.
If your Payroll Sub-Account or Digital Asset Wallet Sub-Account records no transactions for a period exceeding two (2) consecutive months, Ontop will charge an inactivity fee equal to USD $10.00 or your available balance, whichever is lower ("Inactivity Fee"). The Inactivity Fee will be automatically deducted from your Sub-Account balance.
Where enabled, you may transfer funds directly from your Payroll Sub-Account or Digital Asset Wallet Sub-Account to the account of another eligible Ontop user.
P2P transfers are final and irreversible once executed. You are solely responsible for verifying the accuracy of the recipient's information prior to initiating a transfer. Ontop bears no liability for transfers made using incorrect or unverified recipient details.
Ontop reserves the right to suspend, limit, or revoke access to P2P functionality at any time for compliance, fraud prevention, or operational reasons.
Availability of the P2P feature may be restricted based on your jurisdiction, account status, or contractual model.
By using any payment method or providing payment information in connection with your Global Account, you represent and warrant that: (i) you are the legal owner, or duly authorized representative of the owner, of any bank account or payment method used to send or receive funds; and (ii) you are legally authorized to initiate and receive payments using such accounts. All payment and withdrawal services are facilitated through Ontop's Regulated Institution providers or BVNK and Partners.
You must notify Ontop promptly, and in no event later than sixty (60) calendar days from the date the transaction appears in your account, of any unauthorized debit, erroneous credit, or other transaction discrepancy. Failure to notify within this period may limit your rights to seek correction or recovery of funds.
Upon receipt of a timely notification, Ontop will investigate the reported issue and, if an error is confirmed, take reasonable steps to correct it, which may include reversing an erroneous credit or restoring a debited amount. Ontop reserves the right to recover any funds credited to your account in error. Your account balance may temporarily become negative as a result of such correction. Ontop shall not be liable for any losses arising from errors not reported within the applicable period.
Balances in the Payroll Sub-Account are denominated in United States Dollars (USD) and balances in the Personal Account Digital Asset Wallet Sub-Account are denominated in stablecoins USDC. If your payment, transfer or compensation is agreed in a currency other than USD or USDC, you acknowledge that exchange rate fluctuations may cause differences between the USD or USDC amount credited to your Sub-Account and the local currency amount ultimately received upon withdrawal. Ontop is not responsible for any exchange rate differences, losses, or foreign exchange compliance obligations arising in your jurisdiction. You are solely responsible for consulting your tax advisor or accountant regarding applicable foreign exchange reporting requirements.
Ontop reserves the right to restrict or suspend access to the Global Account without prior notice in cases of suspected fraud, security breaches, or other compliance issues. While Ontop shall notify Users that their use of services is subject to restrictions or that funds have been frozen due to legal obligations, such notification is provided only when legally permissible, ensuring appropriate safeguards are implemented to avoid "tipping off." Suspension may result in immediate restricted access to accounts or services. Ontop shall not be held liable to the User for any direct, indirect, incidental, or consequential losses or damages arising from, or in connection with, the suspension of services for fraud prevention, compliance, or regulatory reasons.
We reserve the right, at any time, to modify, suspend, or discontinue any of the Sub-Account, in whole or in part. We will communicate any proposed changes to the User as required by law. In particular, you acknowledge that services related to USDC may be modified, restricted, or discontinued at any time due to regulatory changes, compliance requirements, or operational updates from our partner BVNK and their respective sub-processors. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuation of our Website and/or Platform or any specific asset functionality (including USDC) resulting from these third-party or regulatory constraints.
The User is fully and solely responsible for maintaining the confidentiality of login and account information and the activities that the user carries out on the Global Account and any associated Sub-Accounts, including usernames, passwords, authentication tokens, and any other access information. To ensure account security, the User is required to utilize Ontop's two-factor authentication (2FA) system, known as the "Dynamic Token." Should the User elect not to use the Dynamic Token, they must provide written notification to Ontop and sign a specific waiver of consent, acknowledging full and exclusive responsibility for any security breaches, unauthorized access, or loss of funds associated with their account.
You must take all reasonable steps to prevent unauthorized access to your account, including through identity fraud or impersonation attempts by third parties. You agree to (i) immediately notify us of any unauthorized use or suspected unauthorized use of your Account or any other breach of security and, (ii) immediately update your security information through the Platform. We will not be liable for any loss or damage arising from your failure to comply with these security requirements or your decision to opt out of the Dynamic Token.
Failure to promptly report a suspected compromise may result in Ontop being unable to prevent or reverse unauthorized transactions, and Ontop shall not be liable for any resulting loss.
The User acknowledges and agrees that Ontop, BVNK, and their respective Service Partners are under no obligation to verify the identity of any person accessing the Global Account using valid credentials, and shall not be liable for losses arising from unauthorized access that results from the User's failure to maintain credential security.
For the avoidance of doubt, any instruction received through the Platform using the User's authenticated credentials will be treated as a valid instruction issued by the User, unless the User has previously notified Ontop of a suspected compromise in accordance with this section. Ontop will not normally be able to reverse transactions executed in good faith prior to receiving such notification.
Ontop implements technical and organizational security measures — including encryption, two-factor authentication via the Dynamic Token, and logical access controls — to protect the Platform. However, these measures do not substitute for the User's own responsibility to safeguard their credentials and monitor their account activity.
Ontop, BVNK or their Service Partners grant you a non-transferable, non-exclusive, revocable, limited license to use and access our website and/or platform solely for the purposes of engaging our services.
If you have any questions, concerns, or feedback regarding the Global Account please contact Ontop directly as your primary point of contact via support@getontop.com, +1 (786) 655-8772, or through our webchat.
We encourage you to reach out with any inquiries about how the service works, the roles of Ontop and BVNK, or to report any problems. Ontop maintains a support function capable of investigating and resolving your queries and complaints.
In certain instances, Ontop may coordinate with BVNK to provide second-line support. While Ontop handles all primary communications, any specific resolution times for escalated matters may depend on BVNK's internal processes and the nature of the inquiry.
In case of a claim, the User understands and agrees that strict timelines might apply for reporting any discrepancies or errors according to the terms and conditions of BVNK or its Service Partners. If the User fails to provide notice within this timeframe, the User shall be prohibited from bringing any claim against BVNK, its Service Partners or Ontop with respect to such transaction.
Any potential or actual legal claim, dispute, or litigation relating to the Embedded Services Powered by BVNK: Digital Asset Wallet Sub-Account and Fiat Virtual Account Services Powered by BVNK, shall be handled in accordance with the BVNK Terms of Service accepted by the User. Ontop when applicable will escalate any such Dispute to BVNK. BVNK will handle such claims, disputes, or litigation directly, with technical and operational support from Ontop as required.
The User acknowledges that the Embedded Services "Powered by BVNK", specifically the Digital Asset Wallet Sub-Account services and Fiat Virtual Sub-Account, are provided through the infrastructure of BVNK and its third-party partners. Consequently, Ontop does not own, control, or guarantee the continuous, uninterrupted, or error-free operation of these services on a 24/7 basis.
The availability of these services is subject to the performance of blockchain-based protocols, underlying software, and the systems of BVNK's banking and liquidity partners, all of which are beyond Ontop's direct control. Ontop shall not be held liable for any losses, damages, or service interruptions arising from outages, technical failures, or maintenance requirements within the BVNK infrastructure or its associated networks.
We may offer Users an electronic money prepaid physical or digital card (the "Ontop Card") for some Sub-Accounts. If you apply for an Ontop Card on our Platform, the Ontop Card Terms of Service will apply. Some of the usual features and functionalities from the Card might be restricted to Digital Asset Wallet Sub-Account Services and Fiat Virtual Account Services powered by BVNK.
Ontop is not responsible for any withholding that is made or should be made under any applicable regulation. We are also not responsible for any exchange-related requirements from the applicable central bank and/or government authorities. The User shall indemnify us to the fullest extent for non-compliance with any tax or foreign exchange-related fines, penalties, or interest, that are imposed on us by any government authority.
Solely to protect against money laundering, terrorist financing, fraud, and unauthorized transactions, Ontop and BVNK or its Service Partners will collect, store, and analyze User payment information. For more information on how we use your payment information, please see our Privacy Policy and BVNK's Privacy Policy. BVNK, its Service Partners, and other financial entities involved in specific features or payouts may also collect payment information necessary to process User payments and transactions. Except for payment amounts and status details stored on our Platform, we do not have access to payment information provided to financial institutions; such information will be subject to the privacy policy of each respective financial institution.
The User acknowledges and agrees that, where the User permits any third party to initiate, authorize, fund, benefit from, or otherwise have direct or indirect access to the Ontop Services or any underlying financial services made available through Ontop (including services provided by BVNK), the User shall be responsible for performing reasonable and proportionate due diligence on such third parties, taking into account the nature of the services, the payment flow, and the level of access involved.
Without limiting the foregoing, the User shall ensure that no third party who is subject to applicable sanctions, engaged in illegal or prohibited activities, or otherwise presents an undue legal, regulatory, or financial risk is permitted to use, fund, or benefit from the BVNK Services.
Ontop or BVNK may, at any time, require the User to provide additional information regarding the origin of funds, including but not limited to: (i) Verification of Source of Funds and Source of Wealth; (ii) Verification of Address (e.g., utility bills or bank statements); and (iii) Verification of professional activity. Furthermore, Ontop or BVNK may request relevant information or documentation to ensure regulatory compliance.
Ontop and BVNK reserve the right to conduct due diligence checks, including KYC, AML, and PEP screening, at the start of the relationship and on an ongoing basis.
To ensure compliance with global regulatory and audit requirements, and as a component of our oversight agreement with BVNK, Ontop and its authorized sub-processors shall maintain a comprehensive audit trail of all financial transactions, logs of privileged user access, and necessary Know Your Customer (KYC)/Customer Due Diligence (CDD) records according to our record retention policy, as required by applicable law. This retention is critical for investigations, legal defense, and regulatory reporting.
Users are solely responsible for overdraft fees, insufficient funds fees, wire transfer fees and any other bank or payment institution fees that they may incur in making payments to us. In addition, Users are responsible for making accurate payments of Ontop invoices. In the event that a payment transaction is executed incorrectly due to our exclusive fault, we shall take steps to rectify the error within thirty (30) days, whether above or below the amount to be paid stated by the User. All payment instructions, including those made via "Payment Links" or "Conversions," are final and binding once authorized.
While Ontop implements rigorous technical and organizational security measures — including encryption, two-factor authentication, and logical access control, you remain responsible for the security of your own credentials. You acknowledge that Ontop does not own or control the underlying blockchain protocols or the independent infrastructure of BVNK. Consequently, Ontop's liability is limited concerning data breaches that occur within those third-party environments or result from your failure to maintain account confidentiality.
You are responsible for verifying the accuracy of all payment details prior to initiating any transfer from your Global Account. If funds are misdirected due to incorrect or incomplete information provided by you, Ontop will use commercially reasonable efforts to assist in recovering such funds but shall not be liable for any resulting loss, cost, or delay. Exception fees may apply to recovery attempts, as set forth in the applicable Fee Schedule.
Ontop shall not be liable for any losses, damages, or claims of any nature — including lost profits or indirect, consequential, or special damages — arising from any refusal of payment made in accordance with these Terms, even where such refusal causes delays or disruptions to your operations or those of any third party. Ontop shall likewise not be liable for any losses or damages resulting from a User's failure to accept or complete a payment.
Ontop acts solely as a "Platform Partner" under BVNK's Terms and Conditions that facilitates access to digital asset services and fiat virtual accounts provided directly by System Pay Services (US), Inc. (dba "BVNK") and its third-party service partners. The User acknowledges that all custody, transmission, and conversion of digital assets are performed exclusively by BVNK under their own Terms of Service, which the User accepts separately.
To the maximum extent permitted by applicable law, Ontop shall not be liable for:
Notwithstanding any other provision, Ontop's total aggregate liability to the User for any claims related to the BVNK Services (whether in contract, tort, or otherwise) shall not exceed the total amount of Fees actually paid by the User to Ontop during the six (6) month period immediately preceding the event giving rise to the claim.
Ontop makes no representations or warranties regarding the BVNK Services, which are provided on an "as is" and "as available" basis. Ontop does not guarantee that access to the BVNK Services will be uninterrupted, secure, or error-free.
THE GLOBAL ACCOUNT, INCLUDING THE PAYROLL SUB-ACCOUNT, PERSONAL ACCOUNT, DIGITAL ASSET WALLET SUB-ACCOUNT AND ALL RELATED SERVICES, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ONTOP, ITS AFFILIATES, SUPPLIERS, AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT.
ONTOP DOES NOT WARRANT THAT THE PLATFORM OR ANY SUB-ACCOUNT WILL OPERATE WITHOUT INTERRUPTION, ERROR, OR DELAY. ONTOP SHALL NOT BE RESPONSIBLE FOR FAILURES, DELAYS, OR DISRUPTIONS ATTRIBUTABLE TO INTERNET CONNECTIVITY, MOBILE NETWORKS, OR THIRD-PARTY INFRASTRUCTURE. WHERE APPLICABLE LAW REQUIRES WARRANTIES, SUCH WARRANTIES SHALL NOT EXCEED NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES; IN SUCH CASES THE ABOVE LIMITATIONS APPLY ONLY TO THE EXTENT PERMITTED BY LAW.
To the fullest extent permitted by law, the User will indemnify and hold harmless Ontop and its affiliates from and against any and all liabilities, claims, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the User's breach of these Terms; or (b) the User's relationship with BVNK or its Service Partners. Ontop will promptly notify the User of any such claim and may allow the User to assume defense of the claim, provided that Ontop may participate with its own counsel at its discretion.
The User represents and warrants that each payment facilitated by Ontop, relates to a sale of bona fide goods or services which complies with applicable law and any payment network rules. BVNK nor Ontop are not responsible for resolving disputes regarding goods or services provided and shall not be liable for any disputes regarding goods or services or payments therefore. The User agrees that BVNK is a third-party beneficiary of Ontop's rights under these Terms and Conditions and may enforce this agreement with regard to the processing and settling of payments.
The User authorizes the disclosure of personal and transaction data to BVNK for any purpose permitted under applicable law.
These Terms are subject to occasional revision. If we make any substantial changes that adversely affect your rights or obligations, we will notify you at least thirty (30) days in advance sending you an email to the last email address you provided to us, and by prominently posting notice of the changes on our Website. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Except for changes required by law or those that do not disadvantage the user, which may be effective immediately, any changes to these Terms will be effective thirty (30) days following notice. Continued use of our Global Account following the effective date of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the revised terms and conditions of such changes. If you do not agree to the changes, you must stop using the services and you shall have the right to close your Global Account, without any additional penalty, prior to the effective date.
Governing Law. These Terms will be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not govern these Terms or the rights or obligations of the Parties under these Terms.
Contact Information: Mailing Address: 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808
