Terms of Service

1. Services Overview

1.1 Professional Advisory Services

COMPLaiNCE provides specialized regulatory compliance advisory services for businesses operating in the cryptocurrency, fintech, iGaming, and digital assets sectors. Our services include but are not limited to regulatory licensing assistance, compliance program development, policy drafting and review, anti-money laundering (AML) and know-your-customer (KYC) implementation, forensic investigations, regulatory representation, and ongoing compliance monitoring and advisory.

1.2 Scope of Engagement

Each client engagement is governed by a separate written agreement that specifies the scope of services, deliverables, timeline, fees, and other material terms. These Terms of Service apply to all engagements unless explicitly superseded by provisions in a signed service agreement. Our services are provided on a consultative basis and do not constitute legal advice unless explicitly stated in a signed engagement letter where we are acting in a legal capacity.

1.3 Website and Information Services

Our website provides general information about regulatory compliance, industry insights, and our service offerings. The information on our website is for informational purposes only and should not be construed as professional advice specific to your circumstances. We may update, modify, or remove website content at any time without prior notice.

2. Client Responsibilities

2.1 Information Accuracy

You agree to provide accurate, complete, and timely information necessary for us to perform our services effectively. You acknowledge that the quality and accuracy of our advice depends substantially on the completeness and accuracy of the information you provide. You are responsible for informing us promptly of any material changes to your business operations, regulatory status, or circumstances that may affect our engagement.

2.2 Compliance with Laws

You represent and warrant that your business operations comply with all applicable laws and regulations in the jurisdictions where you operate. You agree not to use our services for any unlawful purpose or in any manner that violates applicable regulations. We reserve the right to terminate our services immediately if we determine that your operations may be unlawful or pose reputational risk to our firm.

2.3 Implementation of Recommendations

While we provide expert recommendations and guidance, the ultimate responsibility for implementing compliance measures and making business decisions rests with you. We do not guarantee specific regulatory outcomes, approvals, or licenses, as these decisions are made by independent regulatory authorities. You acknowledge that regulatory environments are dynamic and that compliance is an ongoing process requiring continuous monitoring and adaptation.

3. Fees and Payment Terms

3.1 Fee Structure

Our fees are based on the scope and complexity of services provided and may be structured as fixed fees, hourly rates, or retainer arrangements as specified in your service agreement. All fees are exclusive of applicable taxes, which will be added to invoices as required by law. We reserve the right to adjust our fee structure with reasonable notice for ongoing engagements.

3.2 Payment Terms

Unless otherwise specified in your service agreement, payment is due within thirty (30) days of invoice date. We may require advance payment or retainer deposits for certain engagements, particularly for new clients or large-scale projects. Late payments may be subject to interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

3.3 Expenses and Disbursements

In addition to professional fees, you agree to reimburse us for reasonable out-of-pocket expenses incurred in connection with your engagement, including but not limited to travel costs, regulatory filing fees, third-party expert fees, and research materials. We will obtain your approval for significant expenses exceeding amounts specified in your service agreement before incurring such costs.

4. Confidentiality

4.1 Mutual Confidentiality Obligations

Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the course of our engagement. Confidential information includes but is not limited to business strategies, financial data, technical information, regulatory submissions, and any information marked as confidential or that would reasonably be considered confidential given the nature of the information and circumstances of disclosure.

4.2 Exceptions to Confidentiality

Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, was rightfully in the possession of the receiving party prior to disclosure, is independently developed by the receiving party without reference to confidential information, or is required to be disclosed by law, regulation, or court order (provided that the disclosing party provides reasonable notice to allow the other party to seek protective measures).

4.3 Professional Privilege

Where our services are provided in a legal capacity and attorney-client privilege applies, communications between you and our firm may be protected by legal professional privilege. We will take reasonable measures to preserve such privilege, but you acknowledge that privilege may be waived by disclosure to third parties or in certain other circumstances. You should consult with us regarding the applicability and preservation of privilege for your specific engagement.

5. Intellectual Property

5.1 Ownership of Deliverables

Upon full payment of fees, you will own the specific deliverables created for you under our engagement, such as compliance policies, procedures, and reports prepared specifically for your organization. However, we retain ownership of our general methodologies, templates, tools, know-how, and any pre-existing intellectual property used in providing our services.

5.2 License to Use

We grant you a non-exclusive, non-transferable license to use deliverables for your internal business purposes. You may not resell, redistribute, or commercially exploit our deliverables without our prior written consent. You acknowledge that our methodologies and approaches may be used for other clients and that we are not precluded from providing similar services to other organizations, including competitors.

5.3 Website Content

All content on our website, including text, graphics, logos, images, and software, is the property of COMPLaiNCE or its licensors and is protected by copyright, trademark, and other intellectual property laws. You may view and download content for personal, non-commercial use only. Any other use requires our prior written permission.

6. Limitation of Liability

6.1 Scope of Liability

To the maximum extent permitted by applicable law, our total liability to you for any claims arising from or related to our services, whether in contract, tort, negligence, or otherwise, shall not exceed the total fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim. This limitation applies regardless of the form of action and even if we have been advised of the possibility of such damages.

6.2 Exclusion of Consequential Damages

In no event shall we be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, loss of data, or business interruption, even if we have been advised of the possibility of such damages. This exclusion applies to all claims, whether based on contract, tort, strict liability, or any other legal theory.

6.3 Regulatory Outcomes

We do not guarantee any specific regulatory outcome, approval, or license. Regulatory decisions are made by independent authorities based on numerous factors beyond our control. While we use our best efforts to provide accurate and effective guidance, you acknowledge that regulatory environments are subject to change and interpretation, and that compliance is ultimately your responsibility.

7. Indemnification

You agree to indemnify, defend, and hold harmless COMPLaiNCE, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to your breach of these Terms, your violation of any law or regulation, your infringement of any third-party rights, or your use of our services in a manner not authorized by these Terms or your service agreement.

This indemnification obligation survives the termination of these Terms and any service agreement. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

8. Term and Termination

8.1 Term

These Terms remain in effect for as long as you access our website or use our services. Individual service engagements are governed by the term specified in your service agreement and may be renewed by mutual written agreement.

8.2 Termination by Either Party

Either party may terminate an ongoing service engagement by providing written notice as specified in the service agreement, typically thirty (30) days for retainer arrangements. We reserve the right to terminate our services immediately if you breach these Terms, fail to pay fees when due, provide false or misleading information, or if we determine that continuing the engagement would violate professional ethics rules or applicable law.

8.3 Effect of Termination

Upon termination, you remain obligated to pay all fees for services rendered and expenses incurred up to the termination date. We will provide you with work product completed as of the termination date upon receipt of full payment. Provisions of these Terms that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability, and indemnification, shall continue in full force and effect.

9. Conflicts of Interest

We maintain strict policies to identify and manage potential conflicts of interest. Before accepting any engagement, we conduct conflict checks to ensure we can represent you without compromising our professional obligations to other clients. You acknowledge that we may represent other clients in the same industry or sector, provided there is no direct conflict with your interests.

If a conflict arises during our engagement, we will notify you promptly and work with you to determine an appropriate resolution, which may include obtaining your informed consent to continue, implementing information barriers, or withdrawing from the engagement. You agree to cooperate in good faith to resolve any conflicts that may arise.

10. Disclaimer of Warranties

Our services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that our services will be uninterrupted, error-free, or completely secure.

While we strive to provide accurate and up-to-date information, we make no representations or warranties regarding the accuracy, completeness, or timeliness of information provided through our website or services. Regulatory requirements and interpretations change frequently, and you are responsible for verifying the current applicability of any information or guidance we provide.

11. Governing Law and Dispute Resolution

11.1 Governing Law

These Terms and any disputes arising from or related to our services shall be governed by and construed in accordance with the laws of the jurisdiction specified in your service agreement, without regard to its conflict of law provisions. If no jurisdiction is specified, these Terms shall be governed by the laws of Gibraltar.

11.2 Dispute Resolution

In the event of any dispute arising from or related to these Terms or our services, the parties agree to first attempt to resolve the matter through good faith negotiations. If negotiations are unsuccessful within thirty (30) days, either party may initiate mediation through a mutually agreed mediator. The costs of mediation shall be shared equally between the parties.

11.3 Arbitration

If mediation fails to resolve the dispute within sixty (60) days, any remaining disputes shall be resolved through binding arbitration in accordance with the rules of the International Chamber of Commerce (ICC) or another mutually agreed arbitration body. The arbitration shall be conducted in English, and the seat of arbitration shall be as specified in your service agreement or, if not specified, in Gibraltar. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government actions, epidemics, pandemics, natural disasters, internet or telecommunications failures, or other force majeure events. The affected party shall notify the other party promptly and use reasonable efforts to minimize the impact of such events. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected service agreement without penalty.

13. Amendments and Modifications

We reserve the right to modify these Terms at any time by posting updated Terms on our website. Material changes will be communicated to active clients via email or through our client portal. Your continued use of our website or services after such modifications constitutes your acceptance of the updated Terms. For ongoing service engagements, amendments to the specific terms of your service agreement require mutual written consent.

If you do not agree with any modifications to these Terms, you must discontinue use of our website and services. We recommend reviewing these Terms periodically to stay informed of any updates.

14. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, the provision shall be severed from these Terms. The remaining provisions shall continue in full force and effect and shall not be affected by the invalid, illegal, or unenforceable provision or its severance.

15. Entire Agreement

These Terms, together with any service agreement, Privacy Policy, and other documents expressly incorporated by reference, constitute the entire agreement between you and COMPLaiNCE regarding your use of our website and services. These Terms supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the subject matter. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

16. Contact Information

If you have any questions about these Terms of Service, please contact us:

We will respond to your inquiry within a reasonable timeframe, typically within five (5) business days.