Terms of Service

1. About these Terms and who we are

Guaranza is operated by Guaranza Ltd, a company registered under number 16057424, with its registered address at 18 Soho Square, London W1D 3QN, United Kingdom (“Guaranza”, “we”, “us” or “our”). Further company and regulatory information is available in our Legal Notice.

These Terms form a binding agreement between you and us. They apply together with our Privacy Policy, Cookie Policy, AML & KYC Policy, Prohibited Items & Activities policy, Dispute & Refund Policy and the Fees page, each of which forms part of these Terms. If there is a conflict between these Terms and another policy, these Terms prevail unless the other policy expressly states otherwise.

If you use the Services on behalf of a business, you confirm that you are authorised to bind that business, and “you” refers to both you and the business.

2. Definitions

In these Terms, the following words have the meanings given below:

• “Account” means your registered user account on guaranza.com.
• “Buyer” means the party to a Transaction who pays the Transaction Amount into escrow in exchange for goods, services or digital items.
• “Seller” means the party to a Transaction who provides the goods, services or digital items and receives the Transaction Amount after release.
• “Counterparty” means, from your perspective, the other party to a Transaction.
• “Transaction” means an escrow transaction created on our platform between a Buyer and a Seller, including the terms agreed for it.
• “Transaction Amount” means the price agreed between the Buyer and the Seller for a Transaction, in the Transaction currency.
• “Escrow Fee” means our fee for a Transaction, calculated in accordance with the Fees page.
• “Deal Room” means the private chat space attached to each Transaction, accessible only to the Buyer, the Seller and our staff.
• “Escrow Agent” means the Guaranza employee assigned to a Transaction.
• “Funds Secured” means the status a Transaction reaches when the Escrow Agent has confirmed that the full amount payable by the Buyer has been received in our escrow account.
• “Inspection Period” means the period of 1 to 30 days, chosen when the Transaction is created, during which the Buyer may inspect a delivery and either accept it or open a dispute.
• “Business Day” means a day other than a Saturday, Sunday or public holiday in England and Wales.
• “Consumer” means a natural person acting for purposes outside their trade, business, craft or profession.
• “Services” means the escrow and related services we provide through guaranza.com.

3. Eligibility

To use the Services, you must:

• be at least 18 years old and have full legal capacity to enter into binding contracts;
• if you act for a business, be duly authorised to act on its behalf, and the business must be validly established;
• not be a person or entity subject to sanctions, or owned or controlled by, or acting on behalf of, such a person or entity;
• not be located or resident in a country or territory where use of the Services would be unlawful or where we do not offer them;
• not have had an Account suspended or closed by us for a breach of these Terms, unless we have agreed otherwise in writing.

Both individuals and businesses may use the Services. We may refuse any registration or Transaction, in particular for compliance or risk reasons, and we are not always able to give our reasons.

4. Your account and security

To register, you provide your name, email address, a password and your country, and optionally a phone number. You must confirm your email address before you can use the Services. You agree to provide accurate, current and complete information and to keep it up to date.

You may hold only one Account. Creating, operating or using more than one Account (“multi-accounting”) is prohibited and is a material breach of these Terms. This includes Accounts registered in the name of relatives, friends or other persons but controlled by you, and Accounts created to split your transaction volume or to avoid the verification threshold. Where we identify multi-accounting, we may suspend or close all Accounts involved, suspend or cancel their Transactions, and treat their combined transaction volume as one for verification purposes. Your Account is personal and may not be sold, transferred or shared with others.

You are responsible for keeping your password confidential and for all activity under your Account, except where the activity results from our own failure. Tell us immediately at support@guaranza.com if you suspect that your Account has been accessed without authorisation.

Protect yourself against fraud:

• We will never ask you for your password.
• Payment instructions are provided only inside the Deal Room of your Transaction on guaranza.com. We never send payment details by email, SMS, messenger or social media.
• If you receive payment instructions or requests to pay from anywhere else, including from someone claiming to be a Guaranza employee, do not pay and report it to support@guaranza.com.
• Always check that you are on guaranza.com before signing in or following any instructions.

5. Our role as a neutral escrow agent

Guaranza acts solely as a neutral escrow agent. We hold the Buyer's payment and release or refund it in accordance with these Terms and the instructions of the parties. We are not a party to the contract between the Buyer and the Seller, and we do not act as the agent or representative of either of them.

In particular:

• we are not a bank, a marketplace or an auction platform, and we do not buy, sell or broker any goods or services;
• we do not inspect, and we do not guarantee, the quality, safety, legality, description or existence of any item, or the Seller's title to it or right to sell it;
• we do not guarantee that a Buyer or Seller will perform their obligations, or that a Transaction will be completed;
• we do not provide legal, tax or investment advice;
• we do not pay interest on funds held in escrow.

Funds received for Transactions are held in a dedicated escrow account kept separate from our own operating funds and are not used for our own business purposes. Information about our regulatory status is set out in the Legal Notice.

Each party is responsible for complying with all laws that apply to its Transaction, including consumer protection, tax, import and export laws, and for any taxes arising from it.

6. How a transaction works

A typical Transaction follows these steps:

• Creation: a Buyer or Seller creates a Transaction and specifies its title, category, description and terms, the Transaction Amount, the currency (USD, EUR, GBP or the USDT stablecoin), an Inspection Period of 1 to 30 days, and who pays the Escrow Fee (the Buyer, the Seller, or both in equal shares).
• Invitation: the Counterparty is invited by email. To take part, the Counterparty must register with that email address and accept the Transaction terms.
• Payment: once both parties have accepted, the Escrow Agent provides payment details privately to the Buyer in the Deal Room. The Buyer pays and marks the Transaction as paid.
• Funds secured: the Escrow Agent confirms receipt of the funds and the Transaction status changes to “Funds secured”.
• Delivery: the Seller delivers the goods, services or access and marks the Transaction as delivered. The Inspection Period starts.
• Inspection: the Buyer inspects the delivery and either accepts it or opens a dispute before the Inspection Period ends.
• Release: after acceptance, the Escrow Agent releases the funds to the Seller's payout account and the Transaction is completed.

The Transaction terms agreed by the parties, together with these Terms, govern the Transaction. The terms should describe the item, its condition and the delivery arrangements clearly and completely, because they will be the main reference point if a dispute arises. Any change to the agreed terms after acceptance must be agreed by both parties in the Deal Room; a material change, such as a change of the Transaction Amount, may require the Transaction to be cancelled and a new one created.

7. The Deal Room and communications

Each Transaction has a private Deal Room for the Buyer, the Seller and the Escrow Agent. Other authorised Guaranza staff may access the Deal Room where necessary for support, dispute resolution, compliance or security.

You can send messages and attach files in PNG, JPG, WEBP or PDF format, up to 5 MB per file, for example payment receipts, photos or other evidence. Messages and attachments are stored encrypted at rest.

You agree to:

• keep all communication about the Transaction in the Deal Room, so that it can be taken into account if a dispute arises;
• not post unlawful, abusive, misleading or infringing content, or content unrelated to the Transaction;
• not use the Deal Room to arrange payment outside escrow or to share your own payment details with the Counterparty;
• not upload malware or files you are not entitled to share.

The content of the Deal Room forms part of the Transaction record. We may rely on it when handling disputes and meeting our legal obligations, and we keep it in accordance with our Privacy Policy.

We send service notifications, such as invitations, status changes and new-message alerts, to the email address registered to your Account. These emails never contain payment instructions.

8. Payments into escrow

After both parties have accepted the Transaction, the Escrow Agent sends payment details (bank account, card or cryptocurrency wallet details) to the Buyer in the Deal Room. These details are visible only to the Buyer and our staff. Depending on the Transaction currency and our assessment, payment may be made by bank transfer (SEPA or SWIFT), card transfer or cryptocurrency.

When paying, the Buyer must:

• pay the full amount shown in the Deal Room, which includes any share of the Escrow Fee payable by the Buyer, in the Transaction currency;
• pay from an account, card or wallet held in the Buyer's own name or, for a business, in the business's name;
• include any payment reference given by the Escrow Agent;
• for cryptocurrency, use exactly the network and wallet address provided in the Deal Room;
• mark the Transaction as “I've paid” once the payment has been sent, preferably attaching a receipt.

The Buyer bears their own bank, card, currency conversion and network fees. If the amount received is less than the amount due, the Transaction does not reach “Funds secured” until the shortfall has been paid. Any excess is returned to the Buyer, less the actual costs of the return transfer.

A payment counts as received only when the Escrow Agent has confirmed it in the Deal Room. We may refuse or return payments made by third parties, from accounts not held in the Buyer's name, or that raise compliance concerns, less the actual costs of the return transfer where permitted by law.

Cryptocurrency transfers are irreversible. We are not responsible for losses caused by payments sent to a wrong address, over an unsupported network or in an unsupported token, unless the loss results from our own error, and we may be unable to recover such funds.

9. Fees

Our Escrow Fee is a tiered, progressive percentage of the Transaction Amount, subject to a minimum fee, as published on the Fees page at https://guaranza.com. The fee that applies to a Transaction is fixed at the moment the Transaction is created and is shown before the parties accept it.

The Escrow Fee is paid by the party chosen when the Transaction is created: the Buyer, the Seller, or both in equal shares. Any share payable by the Buyer is added to the amount the Buyer must pay into escrow; any share payable by the Seller is deducted from the amount released to the Seller.

• No Escrow Fee is charged if a Transaction is cancelled before funds are secured.
• Once funds are secured, the Escrow Fee is generally non-refundable, except where a refund results from our own error.
• Where a dispute is decided in the Buyer's favour because of non-delivery or misrepresentation by the Seller, we may charge the Escrow Fee to the Seller.
• The actual costs of refund and return transfers may be deducted from the amount refunded.
• Fees charged by banks, card issuers, payment providers and blockchain networks are not included in the Escrow Fee and are borne by the party that sends the transfer.

Where VAT or other taxes apply to our fees, this will be indicated on the Fees page. We may change the Fees page at any time, but changes do not affect Transactions that have already been created.

10. Delivery and inspection

After funds are secured, the Seller must deliver the goods, services or access in accordance with the Transaction terms. The Seller should enter the relevant delivery or access details, such as a tracking number, download link or access instructions, in the Transaction. These details are stored encrypted and are visible only to the participants of the Transaction and our staff.

We recommend tracked and, where appropriate, insured shipping for physical goods. How the risk of loss or damage in transit is allocated between the Buyer and the Seller depends on their agreement and the applicable law.

The Seller should mark the Transaction as delivered only once the item has been delivered or made available to the Buyer. When the Seller marks the Transaction as delivered, the Inspection Period starts.

During the Inspection Period, the Buyer should promptly check that the delivery matches the Transaction terms. The Buyer should not use, alter or consume the item beyond what is reasonably necessary for inspection, as this may affect the outcome of a dispute and the possibility of a return. If the Buyer has not received the item, the Buyer must open a dispute before the Inspection Period ends.

11. Acceptance and release of funds

If the delivery matches the Transaction terms, the Buyer accepts it in the Transaction. Acceptance is final and irrevocable and authorises us to release the funds to the Seller.

If the Buyer neither accepts the delivery nor opens a dispute before the Inspection Period ends, the delivery is deemed accepted automatically and the funds may be released to the Seller.

The Seller provides payout details privately in the Transaction; they are visible only to the Seller and our staff. Payouts are made only to an account or wallet held in the Seller's own name or, for a business, in the business's name. The Seller is responsible for the accuracy of the payout details.

After acceptance, the Escrow Agent releases the Transaction Amount, less any share of the Escrow Fee payable by the Seller, and the Transaction is marked as completed. Payouts typically arrive within 1 to 3 Business Days, but timing depends on banks, payment providers and blockchain networks and is not guaranteed. We may delay a payout where necessary for verification or compliance checks, or where required by law.

Completion is final. Once the funds have been released, we are not responsible for anything that happens to the item afterwards — for example, if a digital account, profile, domain, licence or other access is later suspended, blocked, reclaimed or recovered by the platform or provider concerned, by a previous owner or by any other third party. Any such claim must be resolved between the Buyer and the Seller. Where required by law or a court order, we may provide information about the Transaction to courts, competent authorities or the parties' legal representatives.

12. Disputes

The Buyer may open a dispute during the Inspection Period if the delivery was not received or does not match the Transaction terms. When a dispute is opened, the funds are frozen until it is resolved.

Disputes are handled under our Dispute & Refund Policy, which forms part of these Terms. It sets out the negotiation period, the evidence we may request, how our team decides, the possible outcomes (release to the Seller, a refund after return of the item, or a partial settlement agreed by both parties) and the timelines that apply.

Our dispute decisions are based on the evidence provided and determine how the funds held in escrow are released or refunded. They do not affect your right to bring the matter before a competent court. We comply with final court decisions and orders of competent authorities concerning funds held in escrow.

13. Cancellation

Before funds are secured, either party may cancel the Transaction at any time on the Transaction page. No Escrow Fee is charged in this case. If the Buyer has already sent a payment that has not yet been confirmed, it will be returned to the Buyer's own account, less the actual costs of the return transfer.

After funds are secured, a Transaction can only be cancelled with the agreement of both parties recorded in the Deal Room, or as the result of a dispute. The funds are then refunded to the Buyer's own account in accordance with section 9 and the Dispute & Refund Policy.

We may cancel a Transaction at any stage if it breaches these Terms or the law, or if we cannot complete our verification and compliance checks. Funds are then handled in accordance with applicable law, which may require us to hold them or report them to the authorities.

If you are a Consumer, you may have a statutory right to withdraw from a contract concluded at a distance. Where such a right applies to our Services, you can exercise it by contacting us at support@guaranza.com within the statutory period. Because we begin providing the escrow service at your express request, your right of withdrawal may be lost once the service has been fully performed, and you may have to pay for the part of the service already provided, to the extent permitted by law. Withdrawing from our Services does not in itself cancel the contract between the Buyer and the Seller.

14. Verification and compliance

We are committed to preventing money laundering, terrorist financing, fraud and sanctions evasion. Identity verification (“KYC”) is required once the total volume of your Transactions exceeds USD 25,000 or its equivalent in another currency. Total volume means the sum of all your Transactions as Buyer and as Seller, over the entire life of your Account, including the Transaction in progress. Up to this threshold you may use the Services without verification. Verification must be completed before we confirm a payment or release a payout that would take your total volume above the threshold; for businesses it also covers the business and its beneficial owners. A member of our team will contact you with instructions, and we may ask for documents such as identity documents, proof of address, company documents or information about the source of funds.

Regardless of the threshold, we may require verification at any time and may repeat or extend our checks, for example for large or unusual Transactions, cryptocurrency payments, connections to high-risk countries or changes in your risk profile. Details are set out in our AML & KYC Policy.

Where we consider it necessary for compliance, security or legal reasons, we may:

• delay, suspend or refuse a Transaction, payment or payout;
• request further information or documents;
• hold funds for as long as required by law or by a competent authority;
• report activity to the competent Financial Intelligence Unit or other authorities;
• return funds to their source where permitted by law;
• suspend or close your Account.

The law may prohibit us from telling you the reason for such measures. To the extent permitted by law, we are not liable for losses resulting from measures we take in good faith to comply with our legal obligations.

15. Prohibited use

You must not use the Services for any item or activity listed in our Prohibited Items & Activities policy, or for any unlawful purpose. In particular, you must not:

• use the Services for fraud, money laundering, terrorist financing or sanctions evasion;
• create Transactions that do not relate to a genuine sale of goods, services or digital items, for example to move or transmit money;
• provide false information or documents, or impersonate another person or a Guaranza employee;
• arrange payments outside escrow while giving the impression that a Transaction is protected by Guaranza;
• interfere with the security or operation of the platform, attempt to gain unauthorised access, or access it by automated means without our permission;
• open multiple Accounts or use another person's Account.

We may refuse or cancel any Transaction that we reasonably believe breaches this section.

16. Limitation of liability

We provide the Services with reasonable care and skill. Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for intent or gross negligence, for death or personal injury caused by negligence, or for fraud, and nothing affects your mandatory rights as a Consumer.

Subject to the previous paragraph, we are not liable for:

• the acts or omissions of Buyers, Sellers or other users, including non-delivery, defects or misrepresentation of items;
• the quality, safety, legality or title of any goods, services or digital items;
• delays or failures caused by banks, card issuers, payment providers, blockchain networks or other third parties outside our control;
• losses caused by incorrect payment or payout details provided by you, or by payments made other than in accordance with the instructions in the Deal Room;
• events beyond our reasonable control, such as natural disasters, network or power outages, cyberattacks or acts of public authorities;
• indirect or consequential loss, or loss of profit, revenue, business or goodwill.

Subject to the first paragraph of this section, our total liability arising from or in connection with a Transaction is limited to the Escrow Fee paid for that Transaction. For claims not related to a specific Transaction, our total liability is limited to the total fees you paid to us in the 12 months before the event giving rise to the claim.

This section does not limit our obligation to hold the funds received in escrow and to release or refund them in accordance with these Terms.

17. Indemnity

To the extent permitted by law, you agree to indemnify us and our directors, employees and agents against claims, losses, damages, fines and reasonable costs, including legal fees, brought by third parties or authorities that arise from your breach of these Terms, your violation of any law or third-party rights, or the goods, services or digital items you buy or sell through the Services. If you are a Consumer, this applies only where you are at fault.

18. Suspension and termination

You may close your Account at any time in your account settings or by contacting support@guaranza.com. Open Transactions must first be completed, cancelled or resolved.

We may suspend or restrict your Account, or terminate these Terms with immediate effect, if:

• you breach these Terms or our policies;
• you fail to complete verification or to provide information we request;
• we suspect fraud, money laundering, terrorist financing, sanctions evasion or other unlawful activity;
• we are required to do so by law or by a competent authority;
• continuing to provide the Services to you would expose us or other users to significant risk.

In other cases, we may terminate these Terms with at least 30 days' notice. Where lawful, we will tell you our reasons.

When an Account is closed, funds held in escrow for open Transactions are released or refunded in accordance with these Terms, unless we are required by law to hold, freeze or report them. Provisions that by their nature should survive termination, including those on fees, liability, indemnity and governing law, remain in effect. We retain data as described in our Privacy Policy.

19. Changes to these Terms

We may change these Terms, for example to reflect changes in the law, our Services or our fee structure. We will notify you of material changes by email and/or on the platform at least 30 days before they take effect. Minor changes that do not adversely affect your rights, such as corrections or clarifications, may take effect when published.

If you do not agree to a change, you may close your Account before it takes effect. If you continue to use the Services after the effective date, you accept the updated Terms. Transactions created before a change continue to be governed by the Terms in force when they were created, unless a change is required by law.

20. Governing law and jurisdiction

These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by the laws of England and Wales, excluding its conflict-of-laws rules.

If you are a Consumer, this choice of law does not deprive you of the protection of the mandatory provisions of the law of your country of habitual residence.

The courts of England and Wales have jurisdiction over disputes arising from these Terms. If you are a Consumer, you keep any mandatory right to bring or defend proceedings in the courts of your country of residence.

Before starting court proceedings, we encourage you to contact us at support@guaranza.com so that we can try to resolve the matter. Consumers may also be entitled to refer a complaint to an alternative dispute resolution body competent in their country.

21. General provisions

• If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full effect.
• If we do not enforce a right, this does not mean that we have waived it.
• You may not transfer your rights or obligations under these Terms without our prior consent. We may transfer our rights and obligations to another entity as part of a reorganisation or sale of our business, provided that your rights are not reduced.
• These Terms, together with the policies referred to in them, constitute the entire agreement between you and us regarding the Services.

22. Language

The Services and these Terms are available in English, Spanish, German, French, Italian and Hindi. Translations are provided for convenience. To the extent permitted by law, if there is any inconsistency between the English version and a translation, the English version prevails.

23. Contact

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

• Email: support@guaranza.com
• Phone: +44 20 7946 0111
• Post: Guaranza Ltd, 18 Soho Square, London W1D 3QN, United Kingdom
• Compliance and AML matters: compliance@guaranza.com

We send notices to you by email to the address registered to your Account or through the platform. Notices to us should be sent to support@guaranza.com.