Terms of use.
Last updated · 19 May 2026 · v4.1
These Terms of Use ("Terms") govern your access to and use of the Whaliepay platform (the "Service") operated by Whaliepay LLC. They apply to every merchant who connects a PSP to Whaliepay, to every employee of that merchant who signs into the console, and to every developer who calls the Whaliepay API. By accepting an Order Form, by signing into the console, or by issuing a call to api.whaliepay.com, you accept these Terms in their entirety.
Article 1 · Definitions
"Service" means the Whaliepay payment orchestration platform, including the routing engine, the merchant console at console.whaliepay.com, the public API documented at developers.whaliepay.com, the SDK packages published on npm/PyPI/Maven Central/RubyGems and the integrations published at /integrations.html. "Merchant" means a legal entity that has signed a Whaliepay Order Form. "PSP Partner" means a payment service provider with whom the Merchant has a direct contract and which the Merchant connects to Whaliepay (Stripe, Adyen, Checkout.com, Mollie, Worldline, Hipay, etc.). "Shopper" means a natural or legal person making a payment to the Merchant, routed by Whaliepay.
Article 2 · Who we are
Whaliepay LLC is a Wyoming limited liability company with registered address 30 N Gould St Ste R, Sheridan, WY 82801, USA, filing number 2023-WHA-09127. EU representative: Whaliepay Europe B.V., Herengracht 442, 1017 BZ Amsterdam, the Netherlands, KvK 92847105. Contact: [email protected]. Publication director: the Chief Executive Officer of Whaliepay LLC.
Article 3 · What Whaliepay does (and does not do)
Whaliepay is a software-as-a-service platform that connects to the Merchant's existing PSP relationships and routes individual payment transactions to one of those PSPs based on auth-rate optimisation, latency optimisation, cost optimisation and the routing rules the Merchant has written. Whaliepay does not acquire payment instruments, does not hold customer funds, is not a payment institution within the meaning of PSD2, is not a credit institution, and is not a money transmitter. Funds always flow directly from Shopper to PSP Partner to Merchant under the PSP Partner's own regulatory regime.
Article 4 · Eligibility and KYB
The Service is offered to legal entities (companies, partnerships, sole traders registered with a tax authority). The Merchant must complete Know-Your-Business onboarding before any production routing is enabled: legal entity registration certificate, identity of beneficial owners over 25%, identity of legal representative, address verification, sanctions screening (OFAC, EU consolidated list, UN). The Merchant agrees to provide updated KYB documentation within 30 days of any material change (ownership, address, legal form, sanctions status).
Article 5 · Merchant account
The Merchant is responsible for: the credentials of every user it creates in the console; configuring SSO/SCIM with its identity provider (Google, Microsoft, Okta, OneLogin, generic SAML); revoking access for departing employees within 24 hours; the routing rules it writes; the PSP relationships it connects; the API keys it issues; everything routed through its routes; and the merchant-of-record obligations to its Shoppers. Whaliepay provides the tooling — the Merchant operates it.
Article 6 · Connecting a PSP Partner
The Merchant's relationship with each PSP Partner remains a direct contract between the Merchant and the PSP. Whaliepay never substitutes itself in that contract. Whaliepay routes individual transactions to the PSP using the Merchant's own PSP credentials (API key, secret), which the Merchant configures in the Whaliepay console. The Merchant is responsible for honouring its PSP contract — including any minimum-volume commitments, scheme-fee pass-through, chargeback liability and brand guidelines.
Article 7 · Acceptable use
The Merchant agrees not to use the Service to: (a) route payments for activities that violate French, EU or US law or any PSP Partner's acceptable-use policy, including without limitation unlicensed gambling, unregistered investment solicitation, narcotics, weapons, counterfeit goods, intellectual property infringement, content that depicts minors in any sexual context; (b) route payments on behalf of an undisclosed third party (factoring, money transmission, payment facilitation outside the Merchant's KYB scope); (c) route cryptocurrency-conversion payments without explicit prior written authorisation; (d) attempt to bypass our rate limits, our anti-fraud signals or our security mechanisms; (e) reverse-engineer or decompile the SDK or the API protocol beyond what is permitted by mandatory law.
Article 8 · API rate limits
The default rate limit is 60 requests per second per Merchant on the routing endpoint, with bursts up to 120 requests per second over a 5-second window. The default rate limit for the console API is 600 requests per minute per API key. Higher limits are available on Scale and Enterprise plans, configured in the Whaliepay control plane. The Merchant agrees to back off exponentially on receipt of HTTP 429 responses, with at least 250 ms initial backoff, multiplied by 2 on each retry, capped at 16 seconds.
Article 9 · Service availability
Whaliepay targets a monthly availability of 99.99% on the routing endpoint and 99.95% on the console. Planned maintenance is announced at least 48 hours in advance through /status.html and by email to all active Merchants. Service-level credits are detailed in the Service Level Agreement attached to each Order Form. The SLA does not guarantee that the Service will be uninterrupted or error-free.
Article 10 · Intellectual property
All intellectual property in the Service — software, database schemas, design system, brand, "Whaliepay" word mark, the spinning ring device, the typographic treatment — belongs to Whaliepay LLC or its licensors. The Merchant receives a limited, non-exclusive, non-transferable, revocable right to use the Service for the duration of its subscription. SDK source code is published under a commercial licence permitting integration into the Merchant's own products and reasonable modification, but excluding re-distribution as a competing payment orchestration product.
Article 11 · Confidentiality
Each party will keep confidential any non-public information disclosed by the other party in the course of using or providing the Service, including pricing not publicly disclosed, routing rules written by the Merchant, technical architecture diagrams, customer lists, the contents of any commercial discussion, and the contents of the audit-log export. This obligation survives the termination of these Terms by 5 years. Aggregated, anonymised performance metrics (e.g. "our merchants average +3.8 bp auth uplift") may be communicated externally without breaching this clause.
Article 12 · Data processing
The Data Processing Addendum signed at sign-up (and at each renewal) forms an integral part of these Terms. Where the Whaliepay platform processes personal data on the Merchant's behalf, the Merchant is the data controller and Whaliepay is the data processor, subject to GDPR and to the DPA. The Merchant warrants it has a valid legal basis under GDPR for transmitting Shopper data to Whaliepay for the purpose of routing the payment.
Article 13 · Suspension and termination
The Merchant may terminate its Order Form at any time with 90 days' notice (or per the notice period in the Order Form, whichever is shorter). Whaliepay may suspend a Merchant immediately where the Merchant materially breaches Article 7 (Acceptable use), where a PSP Partner notifies us of a critical compliance issue, where the Merchant's account is suspended by its acquirer for scheme-rule breach, or where Whaliepay reasonably suspects fraud or sanctions exposure. Termination for convenience by Whaliepay requires 90 days' written notice. After termination, the Merchant may export its data for 90 days, after which the closure procedure in the DPA applies.
Article 14 · Liability
To the maximum extent permitted by applicable law, Whaliepay's aggregate liability under these Terms is limited, per claim and in the aggregate per 12-month rolling window, to the fees paid by the Merchant in the 12 months preceding the event giving rise to the claim. Whaliepay is not liable for: (a) loss of revenue or profit attributable to a PSP Partner's decision to decline a transaction; (b) chargeback liability, which sits with the Merchant under scheme rules; (c) indirect or consequential losses. Nothing in this clause excludes liability for death, personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.
Article 15 · Force majeure
Neither party is liable for any failure or delay in performing its obligations under these Terms to the extent caused by an event beyond its reasonable control, including without limitation acts of God, war, terrorism, riots, embargoes, civil or military authorities, fire, floods, earthquakes, pandemics, accidents, strikes, internet backbone failures, undersea cable cuts affecting the EU↔US route, or a PSP Partner's own infrastructure failure. The affected party will use reasonable efforts to mitigate the effect of the force majeure event.
Article 16 · Modification of the Terms
Whaliepay may modify these Terms with at least 60 days' written notice to all active Merchants. If the Merchant does not accept the modification, it may terminate its Order Form before the new version takes effect, with no early-termination fee. Continued use of the Service after the effective date constitutes acceptance. Material changes are listed in the public changelog at /changelog.html.
Article 17 · Governing law and jurisdiction
These Terms are governed by the laws of the State of Wyoming, United States. Any dispute that cannot be resolved amicably within 60 days will be brought before the competent courts of Sheridan County, Wyoming, USA. For Merchants established in the European Union, mandatory consumer-protection provisions of the Merchant's country continue to apply (though the Merchant is typically not a consumer for the purposes of these Terms, being a legal entity acting in the course of a business).
Article 18 · Publication and contact
Whaliepay LLC, 30 N Gould St Ste R, Sheridan, WY 82801, USA. Filing number 2023-WHA-09127 (State of Wyoming). EU representative: Whaliepay Europe B.V., Herengracht 442, 1017 BZ Amsterdam, KvK 92847105. Contact: [email protected]. Hosting: OVHcloud SAS, 2 rue Kellermann 59100 Roubaix, France (primary), Scaleway SAS, 8 rue de la Ville l'Évêque 75008 Paris, France (standby).
For any question on these Terms, write to [email protected]. We answer within 5 business days. — Whaliepay LLC, Amsterdam · Lyon · Berlin, 19 May 2026.