💸 Powering the way freelancers get paid — smoothly, globally, and on your terms.
Ontop Pay lets Clients pay Contractors with ease, and gives Contractors the freedom to receive payments from anywhere in the world. To keep everything running transparently and securely, we need to agree on a few essential ground rules.
🧐 PLEASE READ THESE TERMS CAREFULLY BEFORE USING ONTOP PAY. THESE TERMS ARE NON-NEGOTIABLE.
YOU ACCEPT AND AGREE TO THESE TERMS BY DOING ANY OF THE FOLLOWING:
These Terms apply from the date you accept them (the “Effective Date”) and continue until terminated as set forth herein.
Ontop Pay is a payment facilitation service that enables freelancers and independent contractors to receive payments from their clients in a simple, secure, and compliant manner (the "Services"). These Ontop Pay Terms and Conditions (the "Terms") establish the rules for using the Ontop Platform and the Ontop Pay Services provided by the Ontop Group through any of its affiliates (“Ontop”) to both the entity making payments (the "Client") and the individual receiving payments (the "Worker" or "Contractor"), as applicable.
These Terms apply to Clients and to Workers who are paid directly by such Clients through the Ontop Pay model, in: (i) cases where the Client and Worker choose to execute an agreement using Ontop’s standard agreement template; (ii) cases where the Worker uploads a pre-existing, fully signed agreement with the Client to the Ontop Platform; and (iii) cases where the Client and the Worker choose not to execute or upload any separate written contract or statement of work and instead rely solely on the acceptance of these Terms as the basis for facilitating payment for services through Ontop Pay. In all such cases, Ontop acts solely as a technology platform and payment facilitation provider, and does not provide regulated financial services, does not act as a custodian of funds, and is not a money transmitter.
Worker and Client are referred to herein as, a “Party,” or collectively, as the “Parties”.
Ontop is not a bank, financial institution, payment service provider, money transmitter, or custodian of funds. Ontop does not hold, safeguard, transmit, or control Client or Worker funds. All payment, wallet, digital asset, custody, and funds transmission services made available through Ontop Pay are provided directly by third-party regulated financial institutions, in accordance with their own applicable licenses.
Before confirming any payment instruction, the Client 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. By confirming a transaction, you expressly accept all associated risks and confirm the accuracy of the information provided.
The availability of the Ontop Pay Services, including any wallet, payment, custody, or funds transmission services provided by third-party financial institutions, may vary by country or jurisdiction and is subject to applicable laws, regulatory requirements, risk assessments, and the policies and operational decisions of such third-party providers.
Ontop does not represent or warrant that Ontop Pay Services will be available in all countries or territories, or that all features will be available at all times in any given jurisdiction. Ontop may impose restrictions, limitations, or suspensions on the availability of services in certain countries, including changes to supported jurisdictions, transaction types or currencies. Specific product features, such as ATM cash withdrawals or Ontop debit card payments, or other Ontop's services, may be restricted or unavailable depending on the payment method used.
The availability of services may change from time to time without prior notice. Ontop shall not be liable for any losses, delays, or disruptions arising from the unavailability, restriction, or limitation of Ontop Pay Services in any particular country or jurisdiction.
You acknowledge and agree that access to Ontop Pay and the underlying financial services may be restricted, suspended, or terminated at any time where required by applicable law, regulatory obligations, risk controls, fraud prevention measures, sanctions compliance, or instructions from a competent authority. This may include, without limitation, temporary or permanent freezing of funds, transaction delays, enhanced due diligence requests, or account offboarding. Ontop shall not be liable for any losses and direct or indirect damages arising from such actions, provided they are taken in good faith to comply with legal or regulatory requirements.
Under the Ontop Pay services, the Client engages directly with one or more Contractors to receive services, and Ontop’s role is to provide the platform and related services to facilitate that relationship. Ontop grants the Client a non-exclusive, non-transferable license to access and use Ontop’s software platform (“Ontop Platform”) for the purpose of engaging and managing its Contractors and accessing Ontop’s payment and compliance services.
The Client and the Worker may choose any of the following contractual arrangements, at their sole discretion:
(a) Upload of a Pre-Existing Agreement: the Worker may upload to the Ontop Platform a fully executed agreement previously entered into directly between the Client and the Worker;
(b) Use of Ontop’s Template: the Client and the Worker may elect to execute a statement of work or services agreement using Ontop’s standard template made available through the Platform; or
(c) No Separate Written Agreement: the Client and the Worker may choose not to execute or upload any written contract or statement of work.
In all cases, the contractual relationship exists directly and exclusively between the Client and the Worker, and Ontop is not a party to, does not review, and does not assume any responsibility for the terms, validity, enforceability, or performance of any agreement (or absence thereof) between them.
Where no separate written agreement is executed or uploaded, the Client and the Worker acknowledge and agree that the initiation, authorization, or acceptance of a payment through Ontop Pay constitutes confirmation that the Client and the Worker have mutually agreed on the provision of services and the payment of compensation as consideration for such services, whether already rendered or to be rendered.
The absence of a written agreement does not affect the characterization of the payment as compensation for services, nor does it create any employment relationship between the Client and the Worker.
The Client remains solely responsible for determining the scope of services, compensation, classification, and compliance with applicable laws, and the Worker remains solely responsible for the performance of the services and for any taxes, fees, or obligations arising from such services. Ontop does not supervise, direct, or control the services performed by the Worker and shall have no liability arising from the contractual relationship, or lack thereof, between the Client and the Worker. Ontop is not a tax withholding agent. The Client and Worker are solely responsible for all tax reporting and payments; Ontop shall have no liability regarding tax compliance or withholdings.
The Client and Worker will pay Ontop any applicable service fees for use of the Platform and payment services under the Ontop Pay Services. Such fees will appear to the Client and Worker in the Ontop Platform. Ontop reserves the right to update or modify its business models, services, and fees (and the countries in which they are available) in its sole discretion. The Ontop Pay fees may be at a given time $0.
The Client and its Contractors each agree to comply with all applicable laws and regulations in connection with the use of the Ontop Platform and the performance of their contract. This includes, without limitation, compliance with tax laws, employment and labor laws, anti-corruption laws, and data protection laws relevant in each jurisdiction. The Client represents and warrants that it will not use the Ontop Platform for any illegal or unauthorized purposes, and that it will not engage any Contractor in violation of export control or sanctions laws. Both the Client and the Contractor shall comply with Ontop’s Acceptable Use Policy and any applicable anti-money laundering (AML) requirements as communicated by Ontop. By accepting these Terms, both the Client and the Contractor expressly acknowledge and agree that the Acceptable Use Policy and such AML requirements are incorporated by reference into these Terms and are deemed accepted and binding, without the need for any additional or separate action or consent. Ontop reserves the right to suspend or terminate the Client’s access to the Platform if required to comply with legal obligations (for example, if a Contractor is found to be on a sanctions list or if fraudulent activity is detected).
The Worker acknowledges and agrees that, where the Worker permits any third party (including a Client, customer, counterparty, agent, delegate, or other person or entity) to initiate, authorize, fund, benefit from, or otherwise have direct or indirect access to the Ontop Pay Services or any underlying financial services made available through Ontop Pay, the Worker 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 Worker 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 Ontop Pay Services.
The Worker further agrees to implement reasonable measures to prevent unauthorized or improper use of the Ontop Pay Services by third parties and to promptly notify Ontop of any suspected misuse, fraud, or compliance concern.
Ontop does not perform due diligence on third parties engaged by the Worker beyond its own platform-level and regulatory controls and shall have no liability arising from the Worker’s failure to conduct appropriate due diligence or to restrict access by such third parties.
Ontop may, at any time, require the Worker 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 may request relevant information or documentation regarding the Client through the Worker to ensure regulatory compliance.
Ontop 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 the fullest extent permitted by law, the Worker or Client, as applicable, 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 Parties breach of these Terms; or (b) the Client’s relationship or contracts with its Contractors (including any dispute or legal claim by a Contractor against the Client or Ontop relating to payment of fees, employment status, or otherwise). This indemnification obligation covers, for example, any claim by a Contractor that they were not paid amounts due, as well as any claim by a third party arising from the Client’s use of a Contractor’s services or any content or deliverables provided by the Contractor. Ontop will promptly notify the Client of any such claim and may allow the Client to assume defense of the claim, provided that Ontop may participate with its own counsel at its discretion.
Except for the Client’s payment obligations and indemnification obligations, and except in cases of a Party’s fraud or willful misconduct, neither Party shall be liable for any consequential, indirect, special, punitive or incidental damages arising out of or related to the use of the Ontop Platform or the Services, even if advised of the possibility of such damages. Ontop shall not be liable for any act or omission of any Contractor contracted by the Client as Contractors are independent third parties, nor for any act or omission of any other third-party financial service provider including delays, failures, freezes, or errors in payment processing, wallet services, or funds transmission. In no event will Ontop’s total liability to the Client or the Worker in connection with the Ontop Pay services exceed the total fees paid by the Client or the Worker to Ontop for those services in the six (6) months preceding the event giving rise to the liability. The Parties acknowledge that the fees charged by Ontop for the Services would be significantly higher if Ontop were to assume any risk of direct liability for the Client’s contractor relationships; accordingly, the Client accepts the foregoing limitation as reasonable. The Client remains responsible for any obligations or liability to its Contractors under the Client’s separate agreements with them, and the Client agrees that it will not assert any claim against Ontop to the extent arising from the acts or omissions of a Contractor or the Client’s own dealings with a Contractor.
The Ontop Pay service is provided on a non-exclusive basis. Nothing in these Terms restricts the Client from engaging other contractors or service providers outside of the Ontop Platform, or from using other means to pay contractors. Likewise, Ontop reserves the right to provide platform services to other clients, including clients who may be competitors of the Client’s business. Use of the Ontop Platform does not create any exclusive arrangement between the Client and Ontop.
Severability – If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it enforceable.
Entire agreement – These Terms (including incorporated references and Schedules) constitute the entire agreement between Ontop, the Client and the Worker, regarding the Ontop Pay Services, and supersede all prior or contemporaneous agreements, understandings, or communications on the same subject. For clarity, the direct agreements between the Client and its Workers (when using the Clients template) are separate agreements and are not superseded by these Terms. Ontop is not a party to those separate client-worker agreements and nothing in these Terms shall be construed to make Ontop a party or to give Ontop rights or obligations under those agreements, except as explicitly provided in these Terms (such as Ontop’s rights as a beneficiary of certain provisions like indemnities or confidentiality when applicable).
Survival – Any provisions which by their nature should survive termination of the Terms (including but not limited to confidentiality, intellectual property, indemnities, and liability limitations) shall survive any expiration or termination of these Terms.
Amendments – Ontop may modify these Terms from time to time upon notice to the Client and Worker (for example, via an update on the Platform or email notification). Continued use of the Ontop Platform after notice of changes constitutes acceptance of the updated Terms. If a Client or a Worker does not agree to a material change, they may terminate the use of the Platform services.
Payment Refusals - Both Worker and Client acknowledge and agree that Ontop shall not be liable for any losses, damages, or claims (including, without limitation, for lost profits or indirect, consequential, or special damages) arising from any refusal of payment made in accordance with these Terms, even if such refusal causes delays or disruptions to your operations or those of any third party. For the avoidance of doubt, Ontop shall also not be liable for any losses, damages, or claims resulting from a refusal or failure by a Client to accept or complete a payment.
Contact Information - Any issues or questions, please contact our support channel.
Mailing Address: 66 W Flagler Street, Ste 900, Miami, Florida, 33130
Support: Via in-app chat, https://www.getontop.com/contact, or email at cx@getontop.com
If you feel that anything in these Terms is unclear or difficult to understand, please let us know by sending us an email to 📥legal@getontop.com. We are truly concerned about constantly improving your legal experience and welcome your feedback.
