Terms of Service

1. About these Terms

1.1. These Terms of Service (the "Terms") form a legally binding agreement between you and Basepay B.V., trading as Holdy ("Holdy", "we", "us", "our"), a private limited company registered in the Netherlands with Chamber of Commerce number 42081353, having its registered office at Le Mairekade 77, 1013 CB Amsterdam, The Netherlands.

1.2. By creating an account, accessing, or using the Services, you accept and agree to be bound by these Terms. If you do not agree, you may not use the Services.

1.3. These Terms are written in English. Translations may be provided for convenience. In the event of a conflict between the English text and any translation, the English text prevails, except where the mandatory law of your place of habitual residence requires the local-language version to prevail for consumer contracts (for example, French in France and Quebec, or any language required by your local consumer-protection law).

2. Definitions

• "Services". the Holdy platform at www.getholdy.com and app.getholdy.com, together with any mobile applications, APIs, and related services.
• "Platform". the websites, apps, and back-end infrastructure operated by Holdy.
• "User", "you". any person or entity who accesses or uses the Services.
• "Buyer". a User who pays, or intends to pay, for a Deal.
• "Seller". a User who creates a Deal and agrees to deliver the goods, services, or digital assets described in that Deal.
• "Deal". a transaction created on the Platform between a Seller and a Buyer, including its title, amount, currency, deliverables, deadline, and category.
• "Deliverables". the specific goods, services, digital assets, or results that the Seller commits to provide, as listed when the Deal is created.
• "Buyer Protection". our service of holding the payment at the Payment Processor, providing a delivery workflow, and adjudicating disputes in accordance with these Terms.
• "Payment Processor". Stripe Payments Europe, Ltd. (EEA), Stripe Payments UK, Ltd. (UK), Stripe Payments Company (US), or another duly licensed payment institution engaged by us from time to time.
• "Connected Account". the Stripe Connect account that a Seller must create and maintain in order to receive funds.
• "Platform Fee" or "Fee". the fee charged for the Buyer Protection Service, calculated as a percentage of the Deal amount and allocated according to the Fee Mode selected by the Seller, as described in Clause 13.
• "Fee Mode". the allocation of the Fee between Buyer and Seller, as selected by the Seller when creating a Deal: (a) Seller pays (the Fee is deducted from the Seller's payout); (b) Buyer pays (the Fee is added to the amount payable by the Buyer); or (c) Split (the Fee is divided equally, with the Buyer paying half and the Seller bearing the other half as a payout deduction).
• "Consumer". an individual acting for purposes outside their trade, business, craft, or profession.
• "Business User". any User who is not a Consumer, including individuals acting in a professional or business capacity.
• "Content". any text, files, images, video, messages, reviews, evidence, or other material submitted to the Platform.

3. What Holdy is. and what it is not

3.1. Holdy is a technology platform. We provide software and services that allow Buyers and Sellers to structure online transactions, share payment links, track delivery, and request dispute review. Holdy is not a party to the underlying contract between a Buyer and a Seller.

3.2. Holdy is not a payment institution. All payment, collection, settlement, custody, and payout of funds is performed exclusively by the Payment Processor. Holdy does not hold, possess, or exercise discretionary control over user funds at any time. The Payment Processor. not Holdy. determines when funds are captured, held, released, and paid out, in accordance with payment instructions generated by the Platform's rules-based workflows (such as delivery confirmation, dispute-window expiry, or the application of our published dispute framework). Holdy's role is limited to transmitting payment instructions to the Payment Processor based on predefined, transparent rules published in these Terms. Holdy is not an e-money institution, credit institution, payment institution, escrow agent (in the regulated sense), insurer, deposit-taking institution, or investment firm, and is not supervised by a financial regulator in any jurisdiction.

3.3. Holdy is not an escrow service or payment guarantee. The term "buyer protection" describes a delivery-verification and dispute-review service, not a guarantee that funds will be recovered, that the Deliverables will be provided, or that the Buyer will be made whole. Holdy does not guarantee refunds; refund outcomes depend on the application of our published dispute framework to the evidence provided by both parties. The Services do not constitute regulated escrow or trust services, and no fiduciary or trust relationship is created. Funds are held and processed by the Payment Processor, not by Holdy.

3.4. Your use of the Payment Processor. By using the Services you also accept the Stripe Connected Account Agreement (sellers) and/or the Stripe Services Agreement (buyers), available at stripe.com. Your relationship with the Payment Processor is separate from your relationship with Holdy.

3.5. No advice. Nothing on the Platform constitutes legal, tax, financial, or investment advice. You are solely responsible for determining the legality of any Deal and for obtaining any professional advice you may need.

4. Eligibility, sanctions, and restricted jurisdictions

4.1. You may use the Services only if you are at least 18 years old (or the age of majority in your jurisdiction, if higher) and have full legal capacity to form a binding contract. The Services are intended for adults. We do not knowingly collect personal data from minors under 16.

4.2. You may not use the Services, and we will not provide the Services, if you:

1. are located, ordinarily resident, incorporated, or have a registered office in Cuba, Iran, North Korea, Syria, the Russian Federation, Belarus, or the Crimea, Donetsk, Luhansk, Kherson, or Zaporizhzhia regions of Ukraine;
2. are listed on, or owned or controlled by a person listed on, the U.S. OFAC Specially Designated Nationals List, the EU Consolidated List of Financial Sanctions, the UK Sanctions List, or any analogous list maintained by a jurisdiction in which we operate;
3. are a senior foreign political figure (or an immediate family member or close associate of one) where applicable law prohibits service;
4. would cause Holdy, our Payment Processor, or any of our service providers to violate any applicable sanctions, anti-money-laundering, counter-terrorist-financing, or export-control law; or
5. are in any other jurisdiction that we or our Payment Processor have determined we cannot support.

4.3. We may additionally decline or suspend service in any jurisdiction where we determine we cannot meet our regulatory, tax, or operational obligations. The current list of supported Seller jurisdictions is published at getholdy.com/countries and may change.

4.4. You represent and warrant on an ongoing basis that none of the matters in 4.2 applies to you or to any counterparty to your Deal, and that all information you provide to us is true, accurate, current, and complete.

5. Your account

5.1. Registration. You must provide accurate information when creating an account and keep it up to date. You are responsible for all activity under your account and for keeping your login credentials secure.

5.2. Business-only Service. Holdy is currently offered exclusively to Business Users — freelancers, self-employed individuals, agencies, and registered businesses using the Services for professional or business purposes. By creating an account you represent and warrant that you are using Holdy in that capacity (and not as a Consumer for purposes outside your trade, business, profession, or craft). This representation is captured by an explicit acknowledgment at signup. Holdy may at any time request evidence of your business status, including a chamber-of-commerce registration number, VAT identifier, or equivalent. Providing a false acknowledgment is a material breach and voids any consumer-protection claim that would otherwise rely on a Consumer status. Holdy may add a Consumer offering in the future; until that is announced in writing, the Services are not directed at Consumers.

5.3. Identity and business verification (KYC / KYB). Sellers must complete identity and, where applicable, business verification performed by the Payment Processor before creating Deals. We and the Payment Processor may at any time request additional information or documentation to verify identity, source of funds, beneficial ownership, tax residency, or business activity. Failure to provide requested information may result in payout holds, account suspension, or account closure.

5.4. DAC7 and equivalent platform-reporting regimes. As a digital platform operator, we are required under Council Directive (EU) 2021/514 (DAC7), Article 1-11-25 of the Netherlands General Tax Act, and equivalent laws in other jurisdictions (including the UK MRDP rules and the OECD Model Rules) to collect and annually report certain Seller information to tax authorities, including your name, address, tax identification number, bank account identifier, total consideration, and number of transactions. You agree to provide this information on request, and you consent to our reporting it to the competent authority. Failure to provide required information may result in withholding of payouts, account restriction, and closure, as permitted by law.

5.5. One account per person. You may not create multiple accounts to evade restrictions or to circumvent fees, holds, or dispute outcomes.

6. Creating a Deal (Sellers)

6.1. When creating a Deal, the Seller must provide a clear title, an amount in a supported currency (minimum €30 / £30 / US$30; maximum €5,000 / £5,000 / US$5,000 per Deal, or such other limits as we may publish), at least one Deliverable, an optional delivery deadline, a category, and a Fee Mode. The available categories are: Freelance Work, Digital Services, Design & Creative, and Other (or such other categories as we may publish). The Fee Mode determines who bears the Platform Fee; see Clause 13 for details. The selected Fee Mode is shown to both parties at checkout and on the Deal detail page, and cannot be changed after the Deal is created.

6.2. The Deliverables list forms the binding description of what the Seller commits to provide and is the primary reference used by Holdy when adjudicating disputes. You should describe Deliverables specifically, completely, and truthfully.

6.3. After creation the Seller receives a payment link that can be shared with the Buyer through any channel. Sharing a link does not guarantee acceptance; the Deal is only binding once the Buyer has paid.

6.4. Sellers may cancel a Deal at any time before payment is received. Deals for which no payment has been received within 30 days may be marked expired.

7. Paying for a Deal (Buyers)

7.1. The Buyer pays the Deal amount plus the Buyer's portion of the Platform Fee (which may be the full Fee, half the Fee, or zero, depending on the Fee Mode selected by the Seller) plus any applicable VAT or other tax, through a Stripe Checkout Session. The exact amount payable is shown on the checkout page before payment. Payment is authorised to the Payment Processor, not to Holdy.

7.2. A Deal is considered funded when we receive confirmation of successful payment from the Payment Processor. A Buyer's claim to a Deal is valid for 30 minutes after initiating checkout; if payment is not completed in that window the link may be re-used by another Buyer.

7.3. Amount and currency verification. We verify that the amount and currency paid match the Deal. If there is a discrepancy (for example because of a tampered payment link), the Deal will not be marked as paid and will be held for manual review. Holdy may refund any such payment in full and take appropriate security measures.

7.4. No funds held by Holdy. Once payment is captured by the Payment Processor, funds are held on the Payment Processor's platform until the outcome of the Deal is determined. Holdy never has legal or beneficial ownership of those funds.

8. Delivery via the Platform

8.1. Per-deliverable upload. Sellers upload through the Platform's delivery workflow and link each upload to a specific Deliverable from the list. Each upload may be a file (up to 20 files per Deliverable), a link, or a text response. The Platform records a cryptographic SHA-256 hash and timestamp of each file. A Deliverable is considered covered once an upload has been linked to it.

8.2. Off-platform delivery is not recognised. Deliverables are considered covered only via Platform uploads linked to list items. Deliveries made outside the Platform (for example by direct messaging or email) do not mark a Deliverable as covered under the rule-based outcome engine in Clause 10.

8.3. Per-deliverable acceptance window. Once a Deliverable is covered, the Buyer has 7 calendar days to accept it, request a revision (if revision rounds remain), or reject it as missing. If the Buyer takes no action within this window, the Deliverable is treated as accepted. Once all Deliverables are accepted, the Deal settles automatically through the Payment Processor.

8.4. Overall Deal deadline. The Deal deadline (default 30 days from payment) is the latest point by which all Deliverables must be covered. If any Deliverable is still pending at the deadline, the Deal refunds automatically (Clause 10.5).

8.5. Revisions. A revision request is tied to a specific Deliverable already marked covered and may only request changes within the original Deliverable description. Revisions consume the revision budget (Clause 10.3) and do not count as rejections.

9. Cancellation, expiry, and mutual refunds

9.1. Before payment. Either party may walk away from an unpaid Deal at any time. The Seller may cancel in-product; the Buyer may simply choose not to pay.

9.2. After payment, before the dispute window closes. Buyer and Seller may at any time agree on a mutual refund. The Buyer or the Seller may initiate a refund request through the Platform. The counterparty has 48 hours to accept or decline the request. An accepted request results in a refund of the Deal amount minus the Platform Fee (see Clause 9.4) and does not affect either party's trust metrics. A declined or expired request does not, by itself, determine the outcome of a subsequent dispute.

9.4. Non-refundable Platform Fee. The Platform Fee is non-refundable upon cancellation or refund of a Deal, regardless of the original fee allocation (Buyer pays, Seller pays, or Split). The Platform Fee covers services delivered upon payment: secure escrow, identity verification, delivery tracking, messaging, and dispute infrastructure. These services are consumed when the Buyer pays and cannot be reversed. The refunded amount equals the total charged to the Buyer minus the Platform Fee. This applies to mutual refunds (Clause 9.2) and automatic refunds (Clause 10.5, 10.6).

9.3. Abandoned Deals. Abandoned Deals are handled automatically by the deadline rule in Clause 10.5: if the Seller has not covered all Deliverables by the Deal deadline, the Deal refunds automatically. No user action is required.

10. Deliverable acceptance and rejection (rule-based outcomes)

10.1. Rule-based, not discretionary. The outcome of every Deal (settle or refund) is determined by a fixed set of rules applied automatically by the Platform to facts recorded on the Platform (uploads, acceptances, rejections, deadlines, strike counts). Holdy does not exercise discretion over individual Deal outcomes, does not judge the quality of Deliverables, and does not decide who "wins" a disagreement. A detailed, public description of the rules is available at /dispute-policy.

10.2. Per-deliverable acceptance. Each Deliverable listed on the Deal has its own status (pending, covered, rejected). The Seller marks a Deliverable as covered by uploading a file, link, or text response through the Platform and linking it to that specific Deliverable. The Buyer may (a) accept the Deliverable, (b) request a revision if revision rounds remain, or (c) reject the Deliverable as not covered, pointing to the specific list item that is missing.

10.3. Revisions. Revision rounds are a separate property of the Deal set by the Seller at creation (default: zero). A revision request must reference a specific Deliverable and may only request changes within that Deliverable's original description. Revisions consume the shared revision budget and do not count as rejections. When the revision budget is exhausted, the Buyer may only accept or reject-as-missing.

10.4. Two-strike cap (per deal). Each Deal has a single cumulative rejection counter, initialised at zero. A valid rejection as missing increments the Deal counter by one and gives the Seller a 7-day window to re-upload that Deliverable. When two valid rejections have been recorded on the Deal — across any combination of Deliverables — the Deal refunds automatically. The counter is per Deal, not per Deliverable. Rejections invalidated through escalation review (Clause 10.7) decrement the counter and reverse the strike.

10.5. Deadline enforcement. If the Seller does not have all Deliverables marked covered by the Deal deadline (default 30 days), the Deal refunds automatically. If the Seller fails to re-upload within any 7-day re-upload window following a rejection, the Deal refunds automatically.

10.6. Outcomes. Exactly one of four outcomes applies to every Deal, each triggered automatically by the rules above: (a) Settled. all Deliverables accepted by the Buyer, Seller is paid; (b) Auto-settled. all Deliverables covered, Buyer did not act within 7 days, Seller is paid; (c) Refunded (missed deadline). Seller did not cover all Deliverables in time, Buyer is refunded minus the non-refundable Platform Fee (Clause 9.4); (d) Refunded (two-strike). two cumulative rejections recorded on the Deal, Buyer is refunded minus the non-refundable Platform Fee (Clause 9.4).

10.7. Escalation review (abuse signals only). Either party may flag an upload, rejection, or revision request as abusive (for example: a placeholder or empty upload, a rejection that does not reference a missing list item, or a revision that asks for something outside the original Deliverable description). The flag is reviewed against objective criteria published in our Dispute Policy. If the flag is confirmed, the abusive signal is invalidated: a fake upload returns the Deliverable to pending, an abusive rejection removes the strike, a scope-creep revision restores the budget. Escalation review cannot change Deal outcomes, override deadlines or strike counters, or determine "who wins" a disagreement. The regular rules resume after the invalidation.

10.8. Not ADR. Neither the automatic rule engine nor the escalation review is Alternative Dispute Resolution within the meaning of Directive 2013/11/EU. Your rights to seek redress through a court, a certified ADR entity (see Clause 26), your bank's chargeback procedure, or any other applicable legal remedy are unaffected.

10.9. Quality complaints. Complaints that the delivered work is "not what I wanted", of insufficient quality, or short of unstated expectations are not handled by the Platform dispute mechanism. The appropriate routes are a chargeback with your payment provider, a certified ADR entity, or a court. Holdy will provide the full Deal record (Deliverables list, uploads with timestamps and hashes, chat log) on request to either party or to an ADR body, but will not contest the outcome.

10.10. Fraudulent or abusive claims. Submitting fake uploads, rejecting with fabricated reasons, or coordinating with the counterparty to defraud Holdy or the Payment Processor is a material breach and may result in account suspension, invalidation of the relevant signal (returning the Deal to its pre-abuse state under the regular rules), and referral to authorities.

11. Chargebacks, reversals, and Seller liability

11.1. Definition. A "Reversal" means any chargeback, payment dispute, bank reversal, ACH return, SEPA return, refund required by a card network, regulator, court, or card issuer, or analogous reversal under any payment-method rules, occurring in respect of a Deal.

11.2. Seller liability. Business Users. If a Reversal occurs and the Seller is a Business User, the Seller is fully liable for (a) the disputed principal amount, (b) any chargeback or dispute fee charged to us by the Payment Processor, card network, or bank (currently €15 / £15 per chargeback under the Stripe Services Agreement, subject to change), (c) our reasonable investigation and handling costs, and (d) any currency-conversion or FX differences. Liability for a Reversal survives the payout of the Deal: a chargeback can be initiated by the Buyer's card issuer up to 120 days after the original transaction (or longer in some jurisdictions), and the Seller remains liable to Holdy and to the Payment Processor irrespective of whether the Deal has already settled and the Seller has been paid. A different, narrower regime applies to Consumer Sellers. see Clause 11.3.

11.3. Reserved. A separate, narrower regime previously applied to Consumer Sellers. Holdy is currently offered to Business Users only (Clause 5.2); this clause is reserved for any future Consumer offering and does not apply to current Sellers.

11.4. Authorisation to recover. You authorise the Payment Processor, acting on instructions from Holdy, to:

1. deduct amounts owed from your Connected Account balance;
2. withhold, offset, or reverse transfers from pending or future payouts;
3. reverse completed transfers where technically possible;
4. charge any payment method you have on file; and
5. apply any security reserve held by the Payment Processor.

11.5. Shortfall. Business Users. If the foregoing remedies do not fully recover the amount owed by a Business User, the balance remains a debt due from the Seller to Holdy, payable on demand, with interest at the statutory commercial rate from the date we notify you.

11.6. Reserved. Reserved for any future Consumer offering. Holdy is currently offered to Business Users only (Clause 5.2).

11.7. Representment. Where a Reversal is disputable, we may in our sole discretion submit evidence on the Seller's behalf or require the Seller to provide evidence within 5 business days. Failure to provide timely evidence forfeits the right to contest the Reversal, and the amount will be debited from the Seller's account. Our decision whether to represent a dispute is final.

11.8. Card-network rights unaffected. Nothing in this Clause 11 excludes or limits any rights you have under the rules of the card network or your payment provider, including the right to initiate a chargeback through your card issuer.

12. Payout holds, reserves, and compliance review

12.1. Holds. We may instruct the Payment Processor to place a hold on, delay, or review a payout where we reasonably believe it necessary to (a) comply with applicable law, including anti-money-laundering, counter-terrorist-financing, sanctions, tax-reporting (including DAC7), and consumer-protection obligations; (b) complete identity or business verification; (c) investigate suspected fraud, unauthorised access, or breach of these Terms; (d) respond to a binding law-enforcement request, court order, or regulatory demand; (e) resolve a pending dispute or buyer protection claim; or (f) respond to Payment Processor risk review.

12.2. Reserves. Holdy does not currently apply rolling reserves on payouts. We reserve the right to introduce a rolling reserve in the future where we reasonably assess elevated risk based on your dispute rate, chargeback ratio, refund ratio, industry, transaction volatility, or compliance history. Any such reserve would not exceed 30% of your processing volume and would not be held for more than 120 days beyond the standard payout schedule. We would give advance notice of any reserve requirement with its basis and expected duration before it takes effect.

12.3. Specific hold triggers. Without limiting Clause 12.1, payouts on a Deal will be held automatically when (a) the Seller's account is suspended (see Clause 22), (b) Stripe Radar has issued an Early Fraud Warning on the underlying charge, (c) a chargeback has been opened on the underlying charge, or (d) the Deal is in compliance review. The Seller is notified in-product when a hold is applied.

12.4. Trust tier downgrade. Sellers operate at a trust tier (currently "starter" or "verified") which determines per-Deal and total-open Deal limits. A Seller who loses a chargeback dispute is automatically downgraded one tier, restoring lower limits. The Seller can re-qualify by meeting the upgrade thresholds again, subject to chargeback-history guards. Custom tiers set by Holdy at our discretion are not affected by automatic downgrade.

12.5. Duration and notice. Where legally permitted, we will notify you of holds and their general basis. Routine holds will not ordinarily exceed 30 days; extended holds may apply where external verification or legal process requires. The maximum period that funds may remain held on the Payment Processor before being settled or refunded is 90 days (Stripe network rule).

12.6. Payout schedule. The Payment Processor operates daily automatic payouts by default, subject to its payout schedule and risk rules. We do not control when funds become available in your bank account once transferred to the Payment Processor.

13. Fees, taxes, and invoicing

13.1. Platform Fee. A Platform Fee is charged on every Deal, calculated as a percentage of the Deal amount according to the following tiers (which may be updated; the current schedule is shown at checkout):

13.2. Fee Mode. When creating a Deal the Seller selects who bears the Fee:

• Seller pays (default). the Fee is deducted in full from the Seller's payout. The Buyer pays only the Deal amount.
• Buyer pays. the Fee is added in full on top of the Deal amount. The Seller receives the Deal amount.
• Split 50/50. the Fee is divided equally between Buyer (added to the payment) and Seller (deducted from payout). Where the Fee cannot be split into two equal whole-cent amounts, the Buyer pays the higher half (rounded up).

The Fee Mode is locked at Deal creation and cannot be changed afterwards. The total Fee amount is the same regardless of who pays; only the allocation differs. The exact amounts payable by the Buyer and receivable by the Seller are shown on the checkout page and the Deal detail page.

13.3. Seller receives the Deal amount minus their Fee portion. The Seller receives the Deal amount less (i) the Seller's portion of the Fee as determined by the Fee Mode (which is zero under "Buyer pays", the full Fee under "Seller pays", and half the Fee under "Split 50/50"); (ii) any Payment Processor fees deducted by Stripe (which Stripe charges separately for card processing); (iii) any currency-conversion costs; and (iv) any Reversals, reserves, or deductions applied under these Terms. Stripe processing fees are not a Holdy platform fee; they are charged by Stripe and disclosed in the Stripe Connected Account Agreement.

13.4. VAT and other taxes. The Platform Fee is exclusive of VAT and other applicable indirect taxes unless expressly stated. Where we are required to charge such taxes, they will be added at the applicable rate and shown at checkout. VAT treatment depends on your location and tax status:

• Consumers in the Netherlands: 21% Dutch VAT is charged on the Fee.
• Consumers in other EU Member States: Dutch VAT at 21% is charged (EU OSS scheme) or, where applicable, VAT of the customer's Member State is charged, depending on our registration.
• Business Users in the EU with a valid, VIES-verified VAT number: VAT is reverse-charged under Article 196 of Directive 2006/112/EC; the invoice is issued at 0% with the mention "Reverse charge. VAT to be accounted for by the recipient".
• UK Business Users with a valid UK VAT number: the supply is outside the scope of NL VAT and the recipient self-accounts via the UK reverse charge mechanism with HMRC. The invoice carries the wording "Reverse charge: customer to account for VAT to HMRC" (VAT Regulations 1995 reg. 14).
• UK Business Users without a registered UK VAT number: the supply is outside the scope of NL VAT. The recipient is responsible for any UK VAT accounting on their own side; Holdy is not currently registered with HMRC as a Non-Established Taxable Person. If a Consumer offering is added in future (Clause 5.2), UK Consumer VAT registration with HMRC will be put in place at that time.
• Other non-EU customers: The Fee is zero-rated as export of services; local taxes may apply in your jurisdiction and are your responsibility.

13.5. Seller responsibility for tax on the underlying Deal. The Seller is solely responsible for all taxes (including VAT/GST/sales tax, income tax, social contributions, and import duties) on the goods or services they sell. Holdy does not collect or remit tax on the Deal amount. The Seller is responsible for issuing any invoice or receipt required by law to the Buyer in respect of the Deal itself.

13.6. Invoices from Holdy. Holdy issues a separate electronic VAT invoice to each party who bears some or all of the Fee, automatically upon successful payment, in accordance with Dutch and EU invoicing rules (including Article 35a Wet OB 1968). Depending on the Fee Mode, one or two invoices are issued per Deal:

• "Buyer pays" Fee Mode: a single invoice is issued to the Buyer for the entire Fee.
• "Seller pays" Fee Mode: a single invoice is issued to the Seller for the entire Fee. The Fee is settled by deducting it from the Seller's payout; no invoice is issued to the Buyer for the Fee.
• "Split 50/50" Fee Mode: two invoices are issued. one to the Buyer for the Buyer's 50% portion and one to the Seller for the Seller's 50% portion. Each invoice covers only that party's portion.

All invoices are drawn from a single continuous sequential numbering series, stated on the invoice, delivered by email to the recipient, and available for download in-product for at least the statutory retention period. VAT treatment is determined per recipient on the basis of the billing country and tax-status information that Holdy has on file for that party (from Stripe Checkout for Buyers, and from the Seller's self-certified tax details for Sellers), as set out in Clause 13.4.

13.7. Non-refundable fees. Platform Fees are earned in full upon funding of a Deal. If a Deal is cancelled before funding, no Fee is charged. Once a Deal is funded, the Platform Fee is non-refundable regardless of the outcome of the Deal, including mutual cancellation (Clause 9.2), rule-based refund outcomes (Clause 10.6), or dispute resolution. The Buyer (or Seller, depending on the Fee Mode) retains no right to recover the Fee upon refund of the Deal amount. This clause does not limit any rights that may apply under mandatory applicable law.

13.8. Credit notes (creditfacturen). Whenever a Deal is fully refunded — whether by mutual agreement (Clause 9.2), administrative refund, or the rule-based refund outcomes (Clause 10.6 (c) or (d)) — Holdy issues a corresponding credit note (creditfactuur) to each party who received a VAT invoice for that Deal. Each credit note: (i) is sequentially numbered in the format HOLDY-CN-{year}-{nnnnn} in a continuous series; (ii) explicitly references the original invoice number it corrects; (iii) mirrors the VAT treatment of the original invoice (Article 29 / Article 35a lid 8 Wet OB 1968); (iv) is delivered by email and available for download in-product on the same durable-medium basis as invoices. Credit notes are retained for the same statutory period as the underlying invoices.

14. Withdrawal rights

14.1. Not applicable. The 14-day right of withdrawal under Directive 2011/83/EU, Article 6:230g et seq. of the Dutch Civil Code, and the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 applies only to Consumers entering into distance contracts for purposes outside their trade, business, profession, or craft. Because Holdy is offered exclusively to Business Users (Clause 5.2), no statutory cooling-off period applies between Holdy and a User. You may still cancel an unfunded Deal at any time, agree on a mutual refund (Clause 9.2), or rely on the rule-based outcomes (Clause 10).

14.2. If we add a Consumer offering. If Holdy ever opens the Services to Consumers, this clause will be replaced with a full statement of the cooling-off right, including an immediate-performance consent and durable-medium confirmation flow as required by the legislation cited above, and the model withdrawal form will be reinstated.

15. Prohibited uses

15.1. You may not use the Services to create, pay for, or deliver any Deal in connection with any of the following, and any such Deal is void and ineligible for Buyer Protection:

• activity that is illegal in the jurisdiction of the Buyer, the Seller, or Holdy, or that violates the rules of any payment network;
• money-laundering, terrorist financing, sanctions evasion, or any transaction with a sanctioned person or jurisdiction (see Clause 4.2);
• fraud, including submission of false disputes, false identity, or false tax information, and use of the Platform to circumvent Payment Processor holds, network rules, or chargeback rules;
• adult content, escort services, or adult subscriptions;
• weapons, ammunition, explosives, or their components;
• narcotics, controlled substances, prescription drugs without prescription, psychoactive substances, and cannabis where restricted;
• gambling, lotteries, sports betting, or fantasy contests for prizes not licensed in the relevant jurisdiction;
• counterfeit goods, replicas, and goods or services that infringe third-party intellectual-property rights;
• pyramid, Ponzi, or multi-level marketing schemes, and "get-rich-quick" offers;
• unregistered securities, ICOs, token pre-sales, staking or yield products, unregulated investment products, and any financial instrument requiring registration;
• cryptocurrency on-ramps, off-ramps, exchange services, mining contracts, and custody services;
• credit repair, debt collection, bail bonds, and high-risk financial services (including forex, CFDs, and binary options);
• sale or transfer of social-media accounts, usernames, or handles where this breaches the terms of the underlying platform, including (without limitation) Instagram, TikTok, X/Twitter, YouTube, Snapchat, Facebook, and Roblox;
• sale of login credentials, API keys, session tokens, or other authentication material that does not transfer the underlying rights;
• in-game items, currency, or accounts where the underlying game's terms prohibit real-money trading;
• stolen, hacked, or fraudulently obtained digital goods, including leaked accounts, databases, or content;
• impersonation of another person or brand;
• human remains, body parts, live animals, and regulated biological materials;
• services that are themselves regulated in the relevant jurisdiction (legal, medical, accounting, investment advice) where the Seller is not licensed;
• telemarketing, cold-call marketing, door-to-door sales, and bulk email services;
• adult entertainment platforms, sugar-dating, and sex-work brokering;
• any activity on the Payment Processor's prohibited-business list from time to time; and
• any Deal structured to circumvent Holdy's fees, holds, payout rules, or dispute process, including "splitting" a Deal across off-platform payments or platforms.

15.2. Restricted activities (prior approval required). The following categories require our prior written approval and may be subject to additional terms, reserves, or documentation: high-value digital services above the standard Deal limit; regulated digital goods (NFTs where linked to real-world rights, game items where permitted); cross-border services to jurisdictions where we have announced enhanced review; business services over US$10,000 aggregate per month with the same counterparty.

15.3. Third-party terms are the Seller's responsibility. Where a Deal involves the transfer of accounts, licences, or access rights on a third-party platform, the Seller is solely responsible for ensuring that the transfer complies with the terms of service of the relevant third-party platform. Holdy does not monitor, verify, or guarantee compliance with third-party terms and accepts no liability for Deals that breach them.

15.4. Enforcement. We may refuse, cancel, suspend, or reverse any Deal we reasonably believe falls within a prohibited category; close the account in question; withhold funds pending investigation; report to law enforcement or regulators; and recover from the Seller any losses, costs, fees, or fines that result from the prohibited use.

16. No warranties; no verification of counterparties

16.1. The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, Holdy disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, title, and accuracy.

16.2. We do not verify counterparties. We do not guarantee that any Buyer or Seller is legitimate, solvent, authorised, the owner of the Deliverables, capable of performance, or will in fact perform. Identity verification performed by the Payment Processor does not constitute an endorsement. Trust metrics, ratings, and reviews reflect historical Platform activity only and are not a recommendation.

16.3. We do not guarantee the Deal. The Buyer Protection Service helps resolve disputes but does not guarantee that the Deliverables will be provided, that funds will be recoverable, or that you will be made whole for losses beyond the Deal amount. We do not guarantee uninterrupted, error-free, or secure operation of the Platform.

16.4. Third-party terms. Your use of the Services is additionally subject to the terms of third parties we rely on, including Stripe, Supabase, and Resend. We are not responsible for their actions or omissions.

16.5. Nothing in this Clause excludes any liability or warranty that cannot be excluded under applicable law.

17. Limitation of liability

17.1. To the maximum extent permitted by applicable law, Holdy is not liable for any:

• indirect, incidental, consequential, special, exemplary, or punitive damages;
• loss of profit, revenue, savings, anticipated savings, business, opportunity, data, or goodwill; or
• damage caused by the acts or omissions of other Users, the quality, safety, legality, or accuracy of Deliverables, or technical failures of the Payment Processor or other third parties.

17.2. Aggregate liability cap (Business Users). Holdy's aggregate liability arising out of or relating to these Terms or the Services, whether in contract, tort (including negligence), breach of statutory duty, restitution, or otherwise, is limited to the greater of (a) the total Fees paid by you to Holdy in the twelve months preceding the event giving rise to the claim, or (b) five hundred euros (€500). This cap reflects an allocation of risk between Holdy and Business Users; you confirm you have considered it in agreeing to these Terms.

17.3. Carve-outs. Nothing in these Terms limits or excludes liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or wilful misconduct; or (d) any liability that cannot be limited or excluded under applicable law (including, in respect of any Consumer offering Holdy may add in future, the non-excludable terms implied by the UK Consumer Rights Act 2015 and Article 6:236 of the Dutch Civil Code).

18. Indemnity

18.1. Business Users agree to defend, indemnify, and hold harmless Holdy, its affiliates, and its and their officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms or applicable law; (b) your use of the Services; (c) your Content; (d) your Deals or conduct with counterparties; (e) any Reversal, tax, duty, fine, or penalty attributable to you; and (f) any claim that your activity infringes third-party rights.

18.2. Reserved. Reserved for any future Consumer offering. Holdy is currently offered to Business Users only (Clause 5.2).

19. Content, moderation, and online-safety obligations (DSA + UK Online Safety Act)

19.1. User Content. You retain ownership of Content you submit (Deal descriptions, messages, reviews, evidence). You grant Holdy a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, display, and use your Content for the purpose of operating and improving the Services, complying with law, and adjudicating disputes.

19.2. Responsibility. You are solely responsible for your Content and warrant that it does not infringe third-party rights or applicable law.

19.3. Our moderation rights. We may review, restrict, remove, or refuse to display any Content that we reasonably believe violates these Terms, is illegal, deceptive, abusive, or otherwise harmful, or that is reported under Clause 19.5.

19.4. Algorithmic and automated decisions. We may use automated systems to detect fraud, rank listings, moderate messages, and prioritise support. Significant automated decisions that affect you (such as payout holds and dispute scoring) are subject to human review on request.

19.5. Notice-and-action (DSA Art. 16). If you believe any Content on the Platform is illegal, you can submit a notice to dsa@getholdy.com including: (a) a sufficiently reasoned explanation of why the Content is illegal; (b) a clear indication of the electronic location of the Content (URL, Deal ID, message ID); (c) your name and email address (except where the Content relates to an alleged criminal offence of a kind listed in Articles 3–7 of Directive 2011/93/EU); and (d) a statement of good faith belief that the information in your notice is accurate and complete. We will process notices in a timely, non-arbitrary, and objective manner.

19.6. Internal complaint handling (DSA Art. 20). If we take a content-moderation decision against your Content, your account, or your monetisation (for example removing Content, suspending your account, restricting payouts because of alleged illegal content, or rejecting a notice you submitted), you may lodge a free complaint within 6 months of notification by emailing dsa@getholdy.com. Complaints are reviewed by a human and we will inform you of our reasoned decision.

19.7. Out-of-court dispute settlement (DSA Art. 21). You may choose any certified out-of-court dispute-settlement body to resolve disputes concerning our content-moderation decisions. This does not affect your right to bring proceedings before a court.

19.8. Single point of contact (DSA Art. 11–12). Authorities and recipients can reach us at dsa@getholdy.com (English and Dutch).

19.9. UK Online Safety Act 2023. Where you access the Services from the United Kingdom, the same notice-and-action route at dsa@getholdy.com is available for reports of illegal content (including content related to fraud, terrorism, and the priority offences listed in Schedule 7 OSA 2023). We maintain an illegal-content risk assessment and a take-down and complaint flow consistent with our duties under the OSA. The Services are not directed at children and we do not anticipate that children normally access them.

20. Privacy and data protection

20.1. Holdy processes personal data in accordance with the Regulation (EU) 2016/679 (GDPR), the UK GDPR, the Dutch Uitvoeringswet AVG, and other applicable privacy laws. Our Privacy Policy describes what data we collect, why, how long we retain it, your rights, and the sub-processors we rely on (including Stripe, Supabase, Resend, and Upstash).

20.2. Regional supplements. If you reside in California (CCPA/CPRA), Brazil (LGPD), Canada (PIPEDA / Quebec Law 25), Australia (Privacy Act 1988), or any other jurisdiction with additional privacy rules, additional rights and disclosures apply as set out in our Privacy Policy.

20.3. Retention. Transaction records are retained for at least 7 years to comply with Dutch tax and anti-money-laundering laws (Wwft) and equivalent foreign requirements, and for 10 years where the transaction has been reported under the One Stop Shop (OSS) VAT scheme or where another statutory regime requires the longer period. KYC documents are retained for 5 years after account closure. Other retention periods are set out in our Privacy Policy.

20.4. International transfers. Some of our service providers are located outside the EEA. Where personal data is transferred internationally, we rely on adequacy decisions (including the EU–US Data Privacy Framework where applicable) or on Standard Contractual Clauses together with a transfer-impact assessment.

21. Intellectual property

21.1. Holdy, the Holdy logo, and the Platform are and remain the property of Holdy and its licensors. Nothing in these Terms transfers any right in them to you, other than a limited, non-exclusive, non-transferable, revocable licence to access and use the Services in accordance with these Terms.

21.2. You may not copy, modify, reverse-engineer, scrape, extract, decompile, or create derivative works of the Platform, except to the extent permitted by non-excludable law.

22. Suspension and termination

22.1. By you. You may close your account at any time through the in-product settings. Open Deals must be completed, cancelled, or refunded before closure takes effect. Pre-paid unused Fees are refunded pro-rata.

22.2. By us. We may suspend or terminate your account on specific, proportionate grounds: (a) material breach of these Terms; (b) confirmed fraud, money-laundering, sanctions hit, or pattern of abusive rejections / fake uploads / repeat chargebacks (Clause 11); (c) regulatory, court, or Payment Processor-mandated action; (d) failure to provide DAC7 or KYC information after a reasonable request; (e) prolonged inactivity exceeding 24 months (with 30 days' advance notice). Suspension is generally with prior notice; immediate suspension is reserved for cases under (b) or (c) where notice would frustrate the purpose of the action.

22.3. Notice and cascade on suspension. When we suspend your account we send you an email setting out the ground for the suspension, the period for which it is expected to last (or that it is indefinite pending review), and how to request reinstatement (support@getholdy.com). At the moment of suspension we also automatically place a payout hold on every Deal where you are the Seller and that is still open (status: pending, paid, or delivered). Buyers in those Deals retain all of their normal rights, including the right to a refund, and Stripe's 90-day chargeback window with their card issuer continues to apply.

22.4. Right to appeal. You may appeal a suspension by responding to the suspension email or by writing to support@getholdy.com. We aim to acknowledge appeals within 7 business days. Where the suspension is reversed, payouts on the affected Deals are released through the regular flow.

22.5. Effect of termination. Upon termination, open Deals will be completed, cancelled, or refunded per our standard procedures. Funds will be returned to you after settlement of Reversals, holds, reserves, and amounts owed. Sections of these Terms that by their nature should survive termination do survive, including Clauses 11, 13, 17, 18, 20, 21, 25, and 26.

23. Force majeure

23.1. Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, sabotage, cyber-attack on Holdy or any of our critical sub-processors (including DDoS and ransomware against Stripe, Supabase, Vercel, Resend, or Upstash), pandemic or epidemic, governmental action, sanctions changes that newly restrict any party or service provider, sustained internet or payment-network outages, and failure of the Payment Processor or other critical service provider. Payment obligations are not excused by force majeure.

24. Changes to these Terms

24.1. Non-material changes (clarifications, formatting, reference updates, minor drafting corrections) take effect immediately on posting, with the updated version date.

24.2. Material changes (to fees, limitations of liability, dispute resolution, scope of services, data-processing purposes, or anything that increases your obligations or reduces your rights) take effect at least 30 days after we notify you by email and in-product notification. If you do not accept a material change, you may terminate your account before it takes effect and receive a pro-rata refund of any prepaid, unused Fees. Continued use of the Services after the effective date is acceptance.

25. Notices

25.1. We may give you notice by email to your registered address, by in-product notification, or by posting on the Platform.

25.2. You must give us notice to legal@getholdy.com for contractual matters and by post to our registered office for formal legal notices requiring service of process.

26. Governing law and dispute resolution

26.1. Internal complaint handling. Before starting any external procedure, please contact us at support@getholdy.com so we have a reasonable opportunity to resolve your complaint. We aim to respond within 7 business days.

26.2. Governing law. These Terms are governed by the laws of the Netherlands, without regard to conflict-of-law rules. Because the Services are offered to Business Users only (Clause 5.2), the consumer-mandatory-protection carve-out under Article 6(2) of Regulation (EC) No 593/2008 (Rome I) is not engaged in the current scope. If Holdy adds a Consumer offering, that carve-out and the corresponding UK Consumer Rights Act 2015 / CCRs 2013 protections will be added to this clause at that time.

26.3. Jurisdiction. Any dispute arising out of or relating to these Terms or the Services that the parties cannot resolve informally is subject to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands.

26.4. Jurisdiction. Users in the United States (binding arbitration; class-action waiver). If you are located in the United States, you and Holdy agree to resolve disputes through binding individual arbitration administered by JAMS under its Comprehensive Arbitration Rules (seat: New York, NY; language: English). The Federal Arbitration Act governs the interpretation and enforcement of this provision. You waive any right to participate in a class, collective, consolidated, or representative action. Either party may bring an individual claim in small-claims court instead of arbitrating. Opt-out: You may opt out of this arbitration agreement by emailing legal@getholdy.com within 30 days of first acceptance of these Terms, with your name and account email. Opt-out does not affect other parts of these Terms.

26.5. Reserved. Consumer-specific ADR routes (De Geschillencommissie, EC consumer redress portal, CEDR) will be reinstated if Holdy adds a Consumer offering. Until then, Business Users are directed to the courts under Clause 26.3.

27. Miscellaneous

27.1. Entire agreement. These Terms, together with our Privacy Policy and any Deal-specific terms shown in-product at the time of a Deal, form the entire agreement between you and Holdy in relation to the Services and supersede all prior agreements.

27.2. Assignment. You may not assign these Terms or any rights under them without our prior written consent; any purported assignment is void. We may assign these Terms in whole or part to an affiliate, successor-in-interest, or in connection with a merger, acquisition, corporate reorganisation, or sale of assets, on reasonable written notice.

27.3. Severability. If any provision is held invalid, illegal, or unenforceable by a court of competent jurisdiction, it shall be modified to the minimum extent necessary to make it valid or, failing that, severed, without affecting the remainder. This clause does not limit any non-excludable consumer protection.

27.4. No waiver. Failure to enforce any right is not a waiver of that right.

27.5. No partnership. No partnership, joint venture, agency, or employment is created between you and Holdy.

27.6. Third parties. Except as expressly stated, no person who is not a party to these Terms has any right to enforce any of them.

27.7. Headings. Clause headings are for convenience and do not affect interpretation.

28. How to contact us

• General support: support@getholdy.com
• Legal and contractual notices: legal@getholdy.com
• Privacy and data subject requests: privacy@getholdy.com
• DSA notices and content complaints: dsa@getholdy.com
• Registered office: Basepay B.V., Le Mairekade 77, 1013 CB Amsterdam, The Netherlands