A short note from the house. The product is plain-spoken; this document, by necessity, is not. If a clause below is unclear, write to the house at info@clearfin.dev and a person will translate.
This Operating agreement (the “Agreement”) governs your access to and use of the websites, application forms, dashboards, application programming interfaces, and clearing-house services provided by Clearfin LLC(the “house”, “Clearfin”, “we”, or “us”). By accessing or using any of the foregoing, you accept this Agreement on your own behalf and on behalf of the business you represent. If you do not accept this Agreement, you may not use the services.
§ 1. Eligibility and accounts on the books
The services are intended for businesses and the natural persons authorised to act on their behalf. To open or to operate an account on the house's books, you must be at least eighteen years of age, have authority to bind the business you represent, and provide accurate and complete information through the application process. You are responsible for the security of your credentials and for all activity recorded against your account.
§ 2. Reading of files; admission to the books
We accept operators onto the books at the sole discretion of the house and subject to underwriting, sanctions and adverse-media screening, card-network restrictions, and applicable law. Acceptance is not guaranteed. Prior conversations, draft offers, or proposals are not binding. We may decline, suspend, or end any operating relationship at any time consistent with this Agreement and applicable law. Where we decline, we will say so in writing, and you may ask for a re-read once.
§ 3. The clearing service and processing partners
Card-clearing services are provided in cooperation with one or more licensed acquiring partners and third-party processors. Card processing is performed by those partners; the house operates as a payment-facilitator-style platform that provides onboarding, risk oversight, settlement coordination, and operating tooling. Your use of card-clearing services is also governed by the agreements you enter into with the processing partners; in case of conflict, those agreements control as to processing.
§ 4. Fees and rate card
The fees that apply to your account, including processing rates, the platform fee, and any reserve or hold-back terms, will be set out in an order form, schedule of charges, or other written instrument signed between you and the house. The schedule may be amended on written notice consistent with that instrument and with applicable law.
§ 5. Acceptable use
Your use of the services is subject to the Acceptable use policy. You may not use the services in connection with any business or activity that the policy prohibits, that the operating rules of the card networks prohibit, or that applicable law prohibits. We may suspend or end access to the services for breach.
§ 6. Compliance obligations
You agree to comply with all applicable law, including anti-money-laundering, sanctions, consumer-protection, telemarketing, and tax law, as well as the operating rules of the card networks. You will provide such information and documentation as we reasonably request to satisfy our compliance obligations and those of our acquiring partners.
§ 7. Refunds, holds, and reserves
You are responsible for all refunds, chargebacks, fines, fees, and assessments associated with transactions presented through your account, including under Visa BRAM, Mastercard BAU, and equivalent programs. The house may impose reserves, delay payouts, or hold funds where warranted by risk or compliance considerations consistent with your written agreement. Each hold has a stated cause, a stated release date, and a person at the house you may call.
§ 8. Settlement window
We post your day's register each evening and pay it to your deposit account on the next business day, never later. Where we are late, we will say so on the page and pay a defined penalty as set out in your order form.
§ 9. Service availability
We aim for high availability and publish an objective for the platform. We do not guarantee uninterrupted operation. Scheduled maintenance, infrastructure events, third-party outages, and force-majeure conditions may cause interruption. The house's liability for downtime is limited as set out below and as further addressed in your order form, if any.
§ 10. Intellectual property
The house retains all right, title, and interest in and to the platform, including software, designs, documentation, trademarks, and any improvements. We grant you a limited, revocable, non-exclusive, non-transferable licence to use the platform during the term of your relationship with the house, solely as needed to use the services.
§ 11. Confidentiality
Each party will protect the other's confidential information using a reasonable standard of care and use it only for purposes of the relationship described in this Agreement and any applicable order form.
§ 12. Disclaimers
Except as expressly set out in a signed instrument, the services are provided “as is” and “as available”. To the fullest extent permitted by law, the house disclaims all warranties, including those of merchantability, fitness for a particular purpose, and non-infringement.
§ 13. Limitation of liability
To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits or revenue, even if advised of the possibility of such damages. Each party's aggregate liability arising out of or relating to this Agreement will not exceed the amounts paid by you to the house in the twelve months preceding the event giving rise to the claim, or such other limit as is set out in your order form.
§ 14. Indemnification
You agree to indemnify and hold harmless the house, its affiliates, and its officers, directors, employees, and agents from any claim arising out of your breach of this Agreement, your violation of law or third-party rights, or your processing activity.
§ 15. Termination
Either party may end the operating relationship on thirty days' written notice. The house may end it sooner for cause, with a written reason. Provisions that by their nature should survive termination — including fees owed, indemnification, confidentiality, disclaimers, and limitations of liability — will survive.
§ 16. Governing law and venue
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The exclusive venue for disputes is the state and federal courts located in New Castle County, Delaware, unless otherwise required by law.
§ 17. Amendments
We may revise this Agreement from time to time. Material changes will be communicated through the dashboard or by email to active operators. Continued use after changes take effect constitutes acceptance.
§ 18. How to write to the house
Clearfin LLC
Cheyenne, Wyoming, United States
info@clearfin.dev