Terms of Service

1. Acceptance of Terms

By accessing and using Holdyn ("the Platform," "we," "us," or "our"), you agree to be bound by these Terms of Service. Holdyn is a secure payment protection platform where funds are held safely by Stripe until the agreed transaction conditions have been satisfied. Your use of the Platform is also subject to Stripe’s terms of service and to applicable financial-compliance requirements. If you disagree with any part of these terms, you may not access the service. These terms constitute a legally binding agreement between you and Holdyn.

2. Description of Service

Holdyn provides a secure payment protection and transaction management platform designed to protect both senders and beneficiaries in business transactions. Funds are held securely by Stripe, a licensed payment processor. Our services include:

• Secure Payment Protection: Funds are held securely by Stripe until the agreed transaction conditions have been satisfied
• Five Transaction Types: Simple (one-time), Multi-stage / Event-based (project milestones), Recurring (scheduled repeats), Deposit (held and returned to the depositor), and Direct (instant peer-to-peer wallet transfer with no contract terms or conditional release)
• Multi-stage Payments: Break projects into multiple Simple payment stages with conditional fund releases
• Recurring & Deposit Transactions: Scheduled recurring payments and security deposits with explicit return dates
• Self-Mediation: Structured propose-and-respond flow for disputed transactions, allowing parties to allocate held funds without admin intervention
• Mutual Release: Both parties sign off to release all remaining held funds at once
• Amendments: Post-activation changes to transaction terms, requiring acceptance from both parties
• Compliance Review: After counterparty approval, every transaction is reviewed before it becomes Active (usually 1–5 business days). Holdyn may accept or reject any transaction during this review, which may affect funding or release dates, with advance notice to both parties
• Transaction Creation: Create, sign, and manage detailed payment transactions with custom terms
• E-Signatures: Electronic signature capture for legally binding transaction approvals
• Dispute Resolution: Built-in mediation process for disagreements between parties
• Automatic Release: Automatic fund release after delivery within configurable approval windows (1–30 days)
• Built-in Messaging: Direct communication between transaction parties with file sharing
• Holdyn AI Assistant: AI-powered help for understanding transactions and terms
• Notification Services: Multi-channel alerts (in-app, email, SMS) for transaction events
• Calendar & Deadline Tracking: Payment-stage reminders and deadline management
• Recurring Transactions: Auto-renewal options for ongoing business relationships
• PDF Export: Download and share transaction documents

3. User Accounts and Verification

To use our service, you must create an account and complete verification. Requirements include:

• Age Requirement: You must be at least 18 years old to use Holdyn
• Email Verification: Verify your email address to activate your account
• Registration Options: Create an account with email/password or sign in with Google
• Accurate Information: Provide truthful and complete personal/business information
• KYC Verification: Complete Know Your Customer verification for payment processing
• Stripe Account: Connect a Stripe account for receiving and sending payments
• Account Security: Maintain strong passwords and protect your login credentials
• Unauthorised Access: Notify us immediately of any unauthorised account access
• Account Responsibility: You are responsible for all activities under your account

Account statuses include: incomplete (basic profile not yet finished), pending_stripe (waiting on Stripe identity verification), active (fully verified — full platform functionality enabled), suspended (temporarily restricted pending review), and deleted (account closed at user request, with regulatory data retention applied). Full platform functionality requires active status.

3.1 Sign-in and Two-Factor Authentication

You may sign in using your password or by requesting a one-time code (OTP) sent to your registered email address. You may also enable two-factor authentication (2FA) using an authenticator application, and we recommend that you do so.

Where 2FA is enabled on your account:

• Signing in with your password also requires your authenticator code.
• Signing in with a one-time code does not separately require your authenticator code at sign-in, because the one-time code already verifies control of your registered email address.
• Before any money-moving or security-critical action — including withdrawing funds, adding or changing payout or bank details, releasing funds, funding above applicable thresholds, and changing your security settings (email, password, or two-factor authentication) — you may be required to complete step-up verification using your authenticator. A session begun with a one-time code must complete this step-up before such actions.

You are responsible for keeping your registered email account, password, and authenticator device secure, and for notifying us promptly of any suspected compromise.

4. User Roles

Users participate in transactions as one of two roles:

• Sender: The party funding the transaction. The Sender authorises the funds to be held by Stripe and approves milestone deliveries (or sets up auto-release on a Release Date)
• Beneficiary: The party receiving funds upon milestone completion or auto-release

Users can act as both sender and beneficiary across different transactions. Both parties must approve transactions before they become active.

4.1 Guest Counterparty

A counterparty does not need a Holdyn account to participate in a transaction. Because a guest has no standing Holdyn account, the Guest Counterparty flow applies stricter authentication than for registered users, through a progressive verification model:

• Phase 1 — Magic-Link Session with Per-Access Verification: The guest receives a secure email link that opens a scoped session for one specific transaction. Each time the link is opened, a one-time code (OTP) sent to the same email address the link was delivered to must be entered before the session opens — the link alone does not grant access, including read access. The session is valid for a sliding 60-minute window with a hard 12-hour cap, after which re-redemption and a new code are required
• Phase 2 — Step-Up Verification for Sensitive Actions: In addition to the per-access code, each sensitive action requires a fresh one-time email code at the point of the action. Sensitive actions include approving or signing the transaction, funding, withdrawing, amending terms, releasing funds, accepting a settlement, changing payout details, and filing or responding within a dispute. An open session is not, by itself, authorisation for these actions
• Phase 3 — Onboarding to Claim: When a guest is a Beneficiary on a completed transaction, they have thirty (30) days to register a Holdyn account and complete Stripe Identity verification to claim their funds. If onboarding is not completed in time, held funds are automatically returned to the Sender
• Phase 4 — Mandatory Account on Escalation: If the transaction enters dispute, mediation, or compliance review, the guest must register a full Holdyn account before any further write actions are permitted
• Saved Payment Method Before Approval: Before a guest can approve a transaction — whether the guest is the Sender or the Beneficiary — the guest must save a payment method. The payment method is stored securely by Stripe; Holdyn retains only a secure reference (token) and does not store the card or bank-account details. Saving a payment method is subject to the consent described in Section 5 (Saved Payment Methods)

By initiating a guest invitation, the Sender confirms that the counterparty’s email is accurate and that the counterparty consents to receiving a magic-link invitation from Holdyn. Guest participants accept a lightweight set of guest terms on first redemption, distinct from the registered-user Terms of Service.

5. Fees and Payments

Holdyn uses a transparent two-tier fee model for protected transactions:

• Protected Transaction Fee: 2.5% on the first $20,000 of the transaction amount and 1.5% on any amount above that, with a $10 minimum fee per transaction. The two-tier rate applies to every transaction regardless of where the parties are located.
• Payment Processing: Underlying payment processing costs (charged by Stripe) are passed through to the funding party separately and are never absorbed by Holdyn. The Protected Transaction Fee above is in addition to, not inclusive of, processing costs.
• Fee Allocation: At transaction creation, the Sender may choose to cover the fee entirely, have it deducted from the Beneficiary's released amount, or split it 50/50 between both parties. The default allocation is Sender-pays.
• When Charged: The Protected Transaction Fee is charged when funds are first secured. For single-stage transactions and ‘fund all upfront’ deals, this is once at funding. For multi-stage transactions using ‘fund per payment’ (and recurring transactions using ‘per payment event’ funding), the fee applies to each tranche as it is secured.
• Fee Reimbursement: The Holdyn fee is refundable while the transaction is Pending or In Review (covering cancellation, decline, or expiry before activation). Once the transaction becomes Active, the fee is non-refundable, including in the event of a dispute, partial release, post-activation cancellation, or any administrative split / refund of the underlying funds. Reimbursements are credited to the Holdyn Wallet of the party who bore the fee at funding (Sender by default; Beneficiary if Beneficiary-pays was selected; both parties pro-rata if Split 50/50). Reimbursements do not return to the original payment method. For multi-tranche transactions, fees are tracked per tranche — a fee charged on a tranche that has already been secured into an Active transaction is non-refundable even if later tranches are cancelled before they fund.
• Wallet Charges: No Holdyn platform fee (only Stripe processing fees apply).
• Wallet Withdrawals: Standard 0.5% (capped $15, settles in 1–3 business days), Express 1.5% (no cap, settles in minutes when supported). Withdrawals may additionally be subject to settlement, verification, or risk holds as described in Section 5b — including a verification hold of up to five (5) business days on a first withdrawal.
• Wallet Transfers: Free ($0).
• Payout Path: All released funds settle into the Beneficiary’s Holdyn Wallet first. The Beneficiary then chooses Standard or Express withdraw from the wallet. There is no separate release-to-bank rail.
• FX Conversion: All Protected Transactions are denominated in USD. Wallet funding and withdrawals can be in any Stripe-supported currency, with automatic conversion to/from USD at Stripe’s mid-market rate plus a 1.5% Holdyn FX conversion fee.
• Currency: Transactions are settled in USD. Multi-currency wallet operations are described above.
• Saved Payment Methods: To create or approve a transaction, you may be required to have a saved payment method on file. When you save a payment method, it is stored securely by our payment processor, Stripe, so that it can be used for future transactions without re-entry. Holdyn does not store your full card or bank-account details; we retain only a secure reference (token) that allows us to instruct Stripe to charge the method you have authorised. By saving a payment method, you authorise Holdyn, acting through Stripe, to use it for funding the transactions you create or approve, for any applicable Holdyn fees, and for reversals or recovery of funds as permitted under Section 5b. You may view and remove your saved payment methods at any time; removing a method does not affect transactions already in progress that rely on it.

All payment processing is handled securely through Stripe with bank-grade security. For detailed pricing information, please visit our Pricing page.

5b. Funding Authorisation, Reversals, and Recovery

This section governs what happens when a payment used to fund the Platform is later reversed. It is central to how Holdyn allocates responsibility for reversed funds, and you should read it carefully.

Funding methods and limits. Holdyn may offer several funding methods (card, bank transfer, wire, and other methods supported by Stripe) and may set, vary, or remove limits on any funding method — including per-top-up and periodic limits — and may require a particular funding method for certain amounts. Card payments may require additional authentication by your card issuer (3D Secure); a payment that is not successfully authenticated may be declined. Holdyn may decline, delay, hold, or reverse any funding it reasonably considers to carry elevated risk.

Your funding authorisation. When you fund your Holdyn Wallet or a transaction, you authorise that payment and confirm that you are the lawful owner of, and are authorised to use, the funding instrument or account. You may not fund the Platform using any payment instrument or account you are not authorised to use.

Reversals. A “Reversal” means any chargeback, dispute, bank return, recall, or other reversal of a payment used to fund the Platform — including a card chargeback (which a cardholder’s bank may initiate up to several months after payment) and an ACH or bank-transfer return (which, for certain consumer payments, may occur up to sixty (60) days after the debit). A Reversal may arise after the related funds have already been secured, released, withdrawn, or transferred.

Liability for Reversals. You remain liable for the full amount of any Reversal of a payment you initiated or authorised, together with any fees, penalties, or costs that Holdyn or Stripe incurs as a result. Where funds affected by a Reversal have already been released to, withdrawn by, or transferred to another party, that party remains liable to return those funds to the extent the Reversal is upheld. Holdyn allocates the loss arising from a Reversal to the responsible party — the party whose funding was reversed, or the party who received funds to which they were not ultimately entitled — and not to Holdyn.

Recovery. You authorise Holdyn to recover any amount you owe under this section by any one or more of the following means: directing Stripe to set off or debit the amount against your Holdyn Wallet balance, whether current or future; placing a hold on, or reserving, funds in your Holdyn Wallet; deducting the amount from sums otherwise payable to you; and pursuing the outstanding amount as a debt due to Holdyn. If a Reversal exceeds your available balance, the shortfall is a debt owed to Holdyn, payable on demand, and Holdyn may suspend your account and withhold further withdrawals until it is settled.

Holds, clearing periods, and reserves. To manage Reversal and fraud risk, Holdyn may apply holds, clearing periods, and reserves, including: a settlement or clearing period before funds become available for withdrawal; a verification hold of up to five (5) business days on a first withdrawal; and delayed availability or reserves applied to funds Holdyn reasonably considers to carry elevated Reversal risk. Funds shown as available in your Holdyn Wallet are not necessarily final and may remain reversible for a period after they appear. Holdyn may vary these controls and may restrict the timing or method of withdrawals and transfers based on the funding source, account history, and risk.

Use the dispute process, not a chargeback. If you have a concern about a transaction, you must raise it through Holdyn’s dispute resolution process (Section 8). Initiating a chargeback or payment Reversal in place of, or in addition to, that process is a breach of these Terms. Without limiting your rights under applicable law, Holdyn may treat any amount you recover through such a Reversal as an amount you owe, recover it under this section, and suspend or terminate your account.

6. Transaction Lifecycle

Transactions on Holdyn follow a defined lifecycle. The states below appear in your dashboard and may also be referenced in support communications:

Pre-activation states

• Draft: Transaction is being created and edited; not yet sent to the counterparty
• Pending: Invitation sent; awaiting counterparty acceptance and both signatures. A transaction that is not accepted and funded automatically expires while still awaiting approval, at the earlier of: (a) 7 calendar days after it becomes Pending (i.e. it is created and sent to the counterparty, whether or not it has yet been funded); or (b) the start of the day after its release date (for a transaction with more than one payment block, the earliest block’s release date). On expiry it is annulled and any held funds are returned to the Sender
• Awaiting Funding: Both parties have signed but the Sender’s wallet is short; a one-click top-up advances the transaction
• Funding Initiated: Payment is in flight on a bank rail (ACH, wire); funds will land within 1–5 business days. Card and wallet rails skip this state
• In Review: After counterparty approval, every transaction is reviewed before activation; activation, funding, and release are paused until Holdyn clears the review (usually 1–5 business days). Holdyn may accept or reject the transaction, and the review may affect funding or release dates, with advance notice to both parties

Live states

• Active: Both parties have signed and funds are in Secure Hold; milestones can execute
• Mediation Proposed: A Self-Mediation proposal is pending counterparty response
• Disputed: A dispute has been filed; held funds are frozen until resolution

Terminal states

• Completed: All funds released; transaction successfully concluded
• Cancelled: Full cancellation; all held funds returned to the Sender
• Cancelled (Partial): Some stages already executed before cancellation; the executed portion stayed with the Beneficiary, the remainder was returned to the Sender
• Expired: The pre-activation expiry deadline passed without the transaction being accepted and funded — the earlier of 7 calendar days after it became Pending or the start of the day after its (earliest) release date. Any held funds are returned to the Sender
• Rejected: Compliance review concluded with rejection by an admin; held funds (if any) returned to the Sender
• Archived: Terminal state for record-keeping after a transaction has fully resolved

7. Payment Stages and Fund Release

Transactions consist of one or more payment stages (Simple, Recurring, or Deposit blocks), each with its own payment terms:

• Stage Triggers: Manual, timeframe-based, or fixed-date
• Release Modes: Automatic (releases on the configured Release Date) or Manual (requires explicit Sender approval)
• Approval Window: Configurable 1–30 day period for the Sender to approve or dispute delivery
• Delivery Notes: Beneficiaries can submit notes and documentation with deliveries
• Extension Requests: Either party can request deadline extensions; the other party must approve
• Automatic Release: If the Sender does not respond within the approval window, funds release automatically on the configured Release Date
• Currency: All transaction amounts are denominated in US Dollars (USD). Wallet operations may involve other currencies via Stripe with automatic conversion (see Section 5)

All amounts are stored and processed internally in minor units (cents) for precision.

8. Dispute Resolution

Holdyn doesn’t leave dispute resolution to chance. If a disagreement arises, the transaction freezes automatically — protecting both sides until it is resolved. No funds move. From there, both parties choose how to proceed, through one of three resolution paths:

• Dispute Window: Either party may file a dispute within thirty (30) days of a payment stage completing. After the 30-day window, that specific stage is final and may not be disputed
• Filing: Either party can file a dispute on the transaction or a specific milestone
• Fund Lock: When a dispute is filed, all held funds are immediately frozen pending resolution
• Path 1 — Direct Resolution (Self-Mediation): Either party can propose a partial allocation (return $X to the Sender, leave $Y held for the Beneficiary), with an optional note and up to 10 evidence files (PDF, JPEG, PNG, GIF; 10MB each). The counterparty may Accept, Counter-offer, or Reject. On Accept of a partial-return proposal, only the agreed return leg fires; any portion still allocated to the Beneficiary remains in Secure Hold and releases under normal release rules (manual or auto-release on the Release Date). The Holdyn platform supports this process, keeping the conversation structured and the outcome documented
• Path 2 — Holdyn-Facilitated Mediation: If a neutral hand is needed, Holdyn administrators review the case impartially based on transaction terms, submitted evidence, and communication history
• Path 3 — External Resolution: For disputes that require external resolution — legal proceedings, arbitration, or a professional mediator — Holdyn facilitates the process and executes fund distribution through Stripe according to the binding outcome reached externally. The funds stay protected throughout
• Mutual Release: Outside of dispute, both parties may at any time sign off to release all remaining held funds at once
• Resolution Outcomes: Favour Sender, favour Beneficiary, partial split, or full return. For deposit-type transactions, the determination is whether the deposit is returned to the depositor or forfeited
• Status Flow: Open → Under Review → Resolved or Escalated → Closed

By using Holdyn, you agree to participate in good faith in the dispute resolution process. Funds release only once a real resolution is reached through the chosen path. Where the parties elect Holdyn-facilitated mediation (Path 2), you agree to accept the final determination of Holdyn administrators as binding for the purposes of fund distribution.

9. Electronic Signatures

Holdyn uses electronic signatures for transaction approvals:

• E-signatures are captured when approving transactions
• Signature snapshots are stored securely for audit trails
• E-signatures are legally binding under applicable electronic signature laws
• Both parties must sign for a transaction to become active

Legal Validity: Electronic signatures on Holdyn are intended to be legally binding and enforceable under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), the Uniform Electronic Transactions Act (UETA), and similar laws in other jurisdictions. By using our e-signature feature, you agree that your electronic signature has the same legal effect as a handwritten signature.

10. Messaging and Communication

Holdyn provides built-in messaging between transaction parties:

• Direct one-to-one conversations between senders and beneficiaries
• File and image sharing capabilities
• Message history is retained for record-keeping
• Messages may be reviewed in case of disputes
• Users must communicate respectfully and professionally

11. Holdyn AI Assistant

Holdyn offers an AI-powered assistant (Holdyn AI) to help users in two distinct ways:

11.1 Transaction Drafting

• You may use Holdyn AI to assist you in drafting a transaction by describing the deal in natural language or uploading a contract or invoice
• The AI extracts proposed fields (title, description, parties, amounts, dates, milestones, custom terms) into a draft for your review
• You retain full control: no transaction is created until you explicitly review the draft and confirm finalization. The AI cannot finalize a transaction on its own
• The AI is a drafting aid, not a legal authority. AI-generated text does not constitute legal, tax, or financial advice. You are responsible for reviewing all terms before signing

11.2 Transaction Q&A

• Ask natural-language questions about your existing transactions, status, milestones, and platform features
• The AI has access to your own transaction data to provide context-aware responses; it does not access other users’ data
• AI responses are informational only and do not constitute legal, tax, or financial advice

12. User Responsibilities

By using Holdyn, you agree to:

• Comply with all applicable local, state, national, and international laws
• Provide accurate information in transactions and communications
• Act in good faith when fulfilling transaction obligations
• Respond to milestone deliveries within reasonable timeframes
• Not use the platform for illegal activities, fraud, or money laundering
• Not attempt to circumvent platform security or payment protections
• Respect intellectual property rights of all parties
• Maintain appropriate security measures for your account

13. Prohibited Activities

The following activities are strictly prohibited:

• Fraudulent transactions or misrepresentation of services
• Money laundering or financing of illegal activities
• Creating fake accounts or impersonating others
• Filing false disputes or providing false evidence
• Harassment, abuse, or threatening behaviour toward other users
• Attempting to bypass payment protections through off-platform payments
• Initiating chargebacks or payment reversals to circumvent the dispute resolution process (see Section 5b)
• Funding the Platform with any payment instrument or account you are not authorised to use
• Sharing account credentials with unauthorised parties
• Using automated systems to abuse platform features

14. Data Usage and Privacy

We handle your data according to our Privacy Policy, including:

• Secure Storage: Transactions and documents stored with encryption
• KYC Data: Identity verification data is encrypted and protected
• Payment Data: Handled securely through Stripe. Holdyn does not store your full card or bank-account details; where you save a payment method, it is stored by Stripe and Holdyn retains only a secure reference (see Section 5, Saved Payment Methods)
• Confidentiality: Business information treated as confidential
• Backups: Regular backups of user data for disaster recovery
• Retention: Data retained according to legal and business requirements; transaction records retained for seven (7) years per applicable financial-services regulations
• Third-Party Service Providers: Data is shared only with essential vendors that support specific platform functions, including:
  • Stripe, Inc. — payment processing, fund custody, identity verification (KYC), and money transmission
  • Google LLC — OAuth sign-in (only if you choose to sign in with Google)
  • Twilio Inc. — SMS verification and one-time passcode (OTP) delivery
  • Anthropic, PBC — large-language-model inference for the Holdyn AI assistant and transaction-drafting feature
  • Amazon Web Services (AWS) — cloud hosting and S3 file storage for attachments and signatures
  • Email service providers — transactional email delivery (account verification, notifications, dispute updates)
  • Sentry — error tracking and observability (error context including IP and request metadata)
  • OpenExchangeRates — foreign-exchange rate data for FX conversion display
  • Expo (Push Notification Service) — mobile push notification delivery for the Holdyn iOS and Android apps
• Data is never sold to third parties. Sharing with the providers above is limited to what each provider needs to perform its function

15. Intellectual Property

Regarding intellectual property rights:

• The Holdyn platform, logo, and branding are owned by Holdyn
• Users retain ownership of content they upload to the platform
• Users grant Holdyn a license to display and process their content for service delivery
• Transaction content remains the property of the respective parties

16. Service Availability

While we strive for high availability:

• We do not guarantee uninterrupted or error-free service
• We may perform maintenance with advance notice when possible
• We are not liable for losses due to service interruptions
• Third-party services (Stripe, AWS) are subject to their own availability

17. Limitation of Liability

To the maximum extent permitted by law:

• Holdyn is not a party to the underlying agreement between users and does not guarantee the performance, quality, legality, or completion of any transaction
• Holdyn is not liable for disputes between users beyond facilitating resolution
• We are not responsible for the quality of work delivered between parties
• Reversals of funding payments are governed by Section 5b; loss arising from a Reversal is allocated to the responsible party and is not Holdyn’s liability
• Our liability is limited to fees paid for the specific transaction in question
• We are not liable for indirect, incidental, or consequential damages
• Users are responsible for their own tax obligations

18. Indemnification

You agree to indemnify and hold harmless Holdyn, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from your use of the platform, violation of these terms, or infringement of any third-party rights.

19. Termination

Regarding account termination:

• You may close your account at any time (pending transactions must be resolved first)
• We may suspend or terminate accounts for violations of these terms
• We may suspend accounts pending investigation of suspicious activity
• We may suspend an account or withhold withdrawals where amounts are owed to Holdyn under Section 5b until those amounts are settled
• Upon termination, held funds will be handled according to transaction terms
• We may modify or discontinue services with reasonable notice

20. Modifications to Terms

We reserve the right to modify these Terms of Service at any time. Material changes will be communicated via email or platform notification. Continued use of the platform after changes constitutes acceptance of the modified terms. We encourage you to review these terms periodically.

21. Governing Law

These terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-law principles. Any disputes arising from these terms or your use of the platform shall first be addressed through Holdyn’s built-in dispute resolution paths (direct resolution between parties or Holdyn-facilitated mediation). Disputes that cannot be resolved through those paths shall be resolved through binding arbitration or, where applicable law requires, in the state or federal courts located in Delaware.

22. Contact Information

For questions about these terms or our services:

• Use the Support Tickets section in your dashboard
• Visit our Contact page at holdyn.io/contact
• Email us at support@holdyn.io

We aim to respond to all inquiries within 24–48 business hours.