Bankto

Terms and Conditions for Merchant Services (Crypto Payment gateway)

Latest update: January 01, 2024.

These Terms and Conditions (Terms) together with any other applicable terms and policies apply in  relation to the use of the Merchant Services (as defined below) between Bankto.io (Bankto, we, our, us) and you as the Merchant, user of the Merchant Services (Merchant, you, your).  

 

Bankto and the Merchant are each referred to as Party and together referred to as Parties

 

Please read these terms carefully. They set out your rights and responsibilities when you use the Merchant Services, and other important information.

 

1. About Us

 

1.1. Company Details: We are Bankto.io, Virtual Assets Operator UAB a private limited liability company organized and existing under the laws of the Republic of Lithuania, with registered office at Verkiu st. 25B 61, LT – 08223, Vilnius, Lithuania, registration number 305946609 . We are a virtual currency exchange operator and a depository virtual currency wallet operator.

 

1.2. We offer various services through its website [www.bankto.io] and other relevant sub-domains relating to Virtual Currencies.

 

1.3. Our services and activities are subject to the laws of the Republic of Lithuania. Please note that the activity of virtual currency exchange operators and/or depository virtual currency wallet operators is not licensed in Lithuania and virtual currencies are not currently regulated by the Central Bank of Lithuania or any other authority in the Republic of Lithuania but we are subject to certain mandatory requirements provided under the AML Law in Lithuania, including certain reporting obligations to the Financial Crime Investigation Service. We are registered in Lithuania as a virtual currency exchange operator and a depository virtual currency wallet operator for AML purposes. We do not provide any financial or investment services and/or other services subject to authorization requirements under the laws of the Republic of Lithuania.

 

1.4. Contact Details: To contact us, email us at compliance@bankto.io.

 

2. Our contract with you and applicable terms

 

2.1. You accept and agree to be bound by these Terms and any other terms and policies referenced
herein:

 

2.1.1. by clicking any button or box marked “accept” or “agree” (or a similar terms) in connection with the Terms (and all incorporated terms and policies); or

 

2.1.2. by accessing and/or using the Merchant Services.

 

2.2. If you do not agree and accept the Terms, please refrain from accessing or using the Merchant Services. Your acceptance of the Terms is deemed to prove that you have read, understood, agreed to, and accepted to be bound by the Terms and all incorporated terms and policies, and that you undertake to abide by them in full.

 

2.3. The Terms currently in force are available on our Website, unless otherwise indicated by us. We recommend that you print a copy of the Terms for future reference.

 

2.4. These Terms apply to the provision of the Merchant Services by Us to the You and our business relationship with You in relation to these Merchant Services.

 

2.5. Other applicable terms. Any applicable individual or customized Merchant Form detailing any specific payment terms, rates, settlement terms, and discounts, upon its execution by the Parties, may also apply in relation to the provision and use of the Merchant Services by us to you and our relationship with you in relation to these Merchant Services. The AML/CFT Policy and the Privacy Policy are deemed to form an integral part of these Terms; these policies are accessible via our Website. The Terms together with any applicable Merchant Form and the AML/CFT Policy and Privacy Policy and other potentially applicable terms and policies constitute the Merchant Agreement.

 

2.6. Entire agreement. Other than any terms and policies that we explicitly refer to in these Terms to apply in relation to the Merchant Services, you agree that no other terms apply or are herein incorporated, either express or implied by law, trade custom, practice, or course of dealing. You also acknowledge that the Merchant Agreement is the entire agreement between you and us in relation to the Merchant Services. You acknowledge, agree, and accept that you have not relied on any statement, promise, representation, or warranty that is not set out in the Merchant Agreement.

 

2.7. Electronic data has the same value as paper documents. You acknowledge that all electronic data regarding transactions, electronic documents and information gathered through the Bankto Platform, and applicable system loggings, your Wallet and its status, any and all actions performed by using your Account in the Bankto Platform, any actions related to the conclusion and implementation of any Virtual Currency Transactions, and the use of the Merchant Services shall be valid and causing the same legal effects as the actions and transactions formalized by a paper document signed by you, and if you are acting on behalf of a legal entity, then also by a paper document signed by you and endorsed with the stamp of such entity, and will have the same legal and evidentiary value as paper documents and that they can be used as evidence in court or other judicial or arbitral proceedings.

 

3.Interpretation

 

3.1. These definitions apply in the Merchant Agreement.

 

Account means your personalized virtual interface within the Bankto Platform that is intended for your use of the Merchant Services. The account is accessible via our Website by using your registration email, username and password and other potentially applicable credentials to login. Through the Account you can manage your use of the Merchant
Services.

 

AML/CTF means anti-money laundering and counter-terrorism financing.

 

Bankto B2B Merchant Wallet means a specific piece of software provided by Bankto as part of the Merchant Services that stores the information necessary to keep track of, and access your Virtual Currencies, which is accessible through your Account.

 

Bankto Platform means a software with relevant user interfaces available on the Website and/or otherwise accessible, owned, administered, supported, and developed by us including our services stipulated in these Terms and intended for Merchants to accept Virtual Currency or Fiat as payment from purchasers of goods or services or donations (Clients), as well as the conclusion of other virtual currency agreements.

 

Business Day means a day other than a Saturday, Sunday, or public holiday in the Republic of Lithuania when banks are open for business.

Business Relationship means the professional or commercial relationship of a Merchant and Bankto which is connected with their professional activities, and which is expected, at the time when the contact is established, to have an element of duration for a certain period.

 

Card means any payment card or virtual payment card issued to the Merchant Client by or on behalf of a member of a Card Scheme.

 

Card Issuer is the person or entity issuing a Card to a Merchant Client under the relevant Card Scheme Rules and as a member of the relevant Card Scheme.

 

Card Scheme means any payment card scheme, including but not limited to VISA, MasterCard®, Discover and American Express®.

 

Card Scheme Rules means any set of bylaws, rules, regulations and policies set by any Card Scheme from time to time.

 

Chargeback is a reversal of a Merchant Client Transaction previously presented pursuant to this Agreement and the relevant Card Scheme Rules.

 

Fees means the fees we will charge you for the provision of the Services, the details of which are set out on our Website or the Fee Schedule.

 

Fee Schedule means the schedule in these Terms that lists the applicable fees.

 

Fiat means a legally established currency which in accordance with valid laws is legal tender.

 

Inactive Account means any Account through which no transactions have been processed for a minimum of six months or for which contact information (address, phone number, email address) is no longer valid or has not been updated in due time.

 

Merchant means you, a natural or legal person using the Merchant Services or [has executed the Merchant Form for the provision of Merchant Services] in the course of your business or professional activity to accept Virtual Currencies as a method of payment for the sale of goods of services you provide or for the receipt of donations as a charitable organization.

 

Merchant Client means a natural or legal person having a monetary obligation towards you under a transaction concluded and intending to discharge such obligation by paying in a Virtual Currency. In case you are a charitable organization, Your Client means a natural or legal person providing you with a donation(s) in a Virtual Currency.

 

Merchant Client Transaction: means any transaction between a Merchant and a Merchant Client using the Merchant Services for the purchase, hire, lease of goods or services from the Merchant, or execution of a donation to the Merchant, and/or a transaction for the reversal of such transaction.

 

Merchant Services means the software, tools, and services provided by Bankto that allow you, the Merchant, to accept Virtual Currencies or Fiat currency as a method of payment for goods and services you sell or provide, or as donations, to store, track, transfer, manage and exchange Virtual Currencies (in fiat or virtual currencies) through your Account, and any other services listed within this clause 4.

 

Merchant Transaction: means any transaction initiated by the Merchant for the withdrawal, exchange, or transfer of Virtual Currencies in the Bankto Merchant Wallet to a wallet outside Bankto Platform or a Payment Account (following an exchange), as the case may be.

 

Terms means these Terms and all schedules thereof under which the Parties agree on the general terms and conditions of the provision of Merchant Services.

 

Payment Account shall mean the bank or payment account of a Merchant connected to their Account.

 

Transaction means any transaction carried under these Terms and the Merchant Services.

 

Virtual Currency means a digital representation of value stored in the blockchain or other distributed ledger technologies which can be digitally traded, stored, sold, exchanged, invested, used for settlements by electronic means, or transferred, and can be used as a means of exchange or for investment purposes. Virtual Currencies do not have the legal status of fiat currencies, and do not include or represent digital representations of fiat currencies, securities, and other corresponding financial assets. Bitcoin is an example of a virtual currency.

 

The list of supported Virtual Currencies for the Merchant Services is provided on the Website and/or the Bankto Platform. Bankto reserves the right to change, remove, or add any supported Virtual Currencies in its sole discretion.

 

Website means our website https://bankto.io including all its sub-domains.

 

3.2. In the Merchant Agreement:

 

3.2.1. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

 

3.2.2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

 

3.2.3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

 

3.2.4. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

 

3.2.5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

 

3.2.6. A reference to a statute or statutory provision is a reference to it as amended, re enacted supplemented, varied or replaced.

 

3.2.7. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

 

3.2.8. A reference to a document or agreement (including a reference to this Merchant Agreement and Terms) is to that document or agreement as amended, supplemented, varied or replaced.

 

3.2.9. Words like “include”, “includes” and “including” or words with similar meaning shall be deemed to be followed by the phrase “without limitation”.

 

4. Merchant Services

 

4.1. We grant you a limited, non-exclusive, non-transferable, revocable license and the right to access and use the Merchant Services, subject to these Terms for the applicable fee.

 

4.2. It is your responsibility to integrate the Bankto Platform on your system and/or website based on the options and tools made available by Bankto (such as plug-in, widget, etc) and operate the same based on any documentation we make available to you.

 

4.3. We provide Merchants the following Merchant Services through the Website, tools, software, widget, or plug-in, of the Bankto Platform:

 

4.3.1. Transfer of Virtual Currencies to Merchant’s Wallet and Virtual Currency Processing.

 

4.3.2. Fiat-to-Virtual Currency Exchange Services and vice versa.

 

4.3.3. Virtual Currency-to-Virtual Currency Exchange Services.

 

4.3.4. Storage of Virtual Currencies of Merchants (Custodial Services).

 

4.3.5. Services allowing Merchant Clients to pay in Fiat using any available payment method on the Bankto Website or the bankto customer app (B2C app) and settling the purchase price for goods, services, or contributions/donations in Virtual Currencies to the Merchant. It is provided that Bankto offers Merchant Clients the option to pay using their Card, through a wire transfer, or through a payment provider listed on Bankto’s open banking channel.

 

4.4. The Services provided by Bankto do not qualify as payment services or e-money issuance and services as defined in relevant applicable laws. Bankto is not a financial intermediary and does not perform any operation subject to licensing requirements. You understand and acknowledge that Bankto relies on the services of other licensed providers for any payment or e-money services for any Fiat payment and transactions, including transactions involved in the exchange of Fiat into Virtual Currencies, and the purchase of Virtual Currencies by Merchant Clients through Fiat using any method made available on the Bankto’s Website or B2C App.

 

5. Access to the Services and Account Set up

 

5.1. To get access to our Merchant Services and Bankto Platform, you must set up an Account with us.

 

5.2. To set up an Account, you must provide us with the information and documents requested by us, such as personal information and information and documents proving your identity and capacity, or your authorisation and power to bind a legal person, business details of the legal entity, and the director(s), secretary, and ultimate beneficial owner of the entity, and other relevant information and documents. We may also require you to answer certain questions or take actions to verify your identity or ensure your or our compliance with applicable laws.

 

5.3. We reserve the right to refuse to create an Account for you and to grant you access to the Services; such a right to be exercised based on our sole and absolute discretion.

 

5.4. To create an Account, you must use an email address, a password, a username, or other authentications, codes, or credentials. You will use your credentials to login to your Account.

 

5.5. It is your responsibility to protect your credentials and login details. Your credentials are strictly personal, and you agree not to divulge them to a third party. Any violation of the confidentiality of your credentials will be considered a material breach of this agreement, and we may block access to or terminate your Account. We shall not be liable for any claims, damages, losses, or other harms whatsoever, that result from or are related to, in whole or in part, your failure to protect the confidentiality of your login credentials.

 

5.6. It is your responsibility to ensure that your email address remains valid and update your email address if necessary. We will communicate with you via email in relation to the Merchant Agreement and Merchant Services. Hence, you need to ensure that you register an updated, working, valid, and accessible email address.

 

5.7. Through your Account you have access to the Merchant Services and an overview of your transactions.

 

6. Merchant Representations and Warranties

 

6.1. You confirm, represent and warrant that:

 

6.1.1. you have the legal capacity to enter into and be bound by the Terms and any other document referenced herein.

 

6.1.2. if you represent a legal person, you have the necessary legal competence, right, powers of representation, due authority, and authorisation to accept the Terms and any other document referenced herein on the behalf of that legal person.

 

6.1.3. if you are a natural person, you are of the age of full legal capacity and reside in a country where our Merchant Services are legally accessible and permitted, and you do not qualify as a consumer when using the Merchant Services; should you at any point qualify as a consumer, you should immediately notify us.

 

6.1.4. where a legal person is concerned, that legal person is duly organised and established, and is in a good standing, and operates in a country where our Merchant Services are legally accessible and permitted.

 

6.1.5. you have provided and shall provide accurate, true, and complete information, material and documents requested by us for any legitimate purpose, including to verify your identity, and you shall timely update and correct such information, material and documents to maintain their status as accurate, true and complete.

 

6.1.6. you do not use or have any intention to use the Bankto Platform for anything that is unlawful, illegitimate, malicious or that could damage, harm, disable, overburden, or impair the proper operation of the Bankto Platform, or misuse, discredit, or undertake any deceptive, misleading or unethical practices, or engage in any acts or omissions that could impose or damage our reputation or pose a threat to us.

 

6.1.7. you have read, understood, and commit and intend to comply with, and be bound by the Terms and any document referenced herein and all applicable laws and regulations.

 

6.1.8. any Virtual Currency or Fiat used by you in an exchange transaction is owned by you and is derived from legitimate sources.

 

6.1.9. we have not advised you, nor individually recommended to you, to use the Merchant Services, excluding any advertisement of our services, platform, and company.

 

6.1.10. you have not relied on any statement, promise, representation, or warranty that is not set out in the Terms.

 

6.1.11. your use of the Merchant Services does not violate any applicable laws or regulations of any jurisdiction that applies to you, or any agreement or contract which you have entered into at any time before or after this Merchant Agreement.

 

6.1.12. you have sufficient information to make an informed and knowledgeable decision as to entering into this Agreement.

 

6.1.13. if you or any of your representatives fail to submit the required or requested data, information and material, submit incomplete data, information, and material or if the data, information and material are incorrect or inaccurate, or your representatives avoid submitting the data required or requested for establishing their identity or that of the ultimate beneficial owner, or the submitted data is insufficient for this purpose, in our sole and absolute discretion, we can refuse to provide services or establish, or continue any business relationship with you.

 

6.1.14. your use of the Merchant Services does and at all times will comply with all applicable AML/CFT laws and regulations, including, without limitation, all applicable sanctions programs and any other sanctions programs that may apply to you based on the jurisdiction(s) in which you operate your business and serve your customers.

 

6.2. By accepting these Terms, you represent and warrant that all of the above is true and accurate on the day of acceptance of these Terms (in accordance with Clause 2) and shall remain true and accurate until you cease to use the Merchant Services.

 

7. Bankto Warranties

 

7.1. Bankto is a company duly organized, validly existing and in good standing under the laws of the Republic of Lithuania and has all requisite corporate power and authority to carry out on its operation as now conducted and as presently proposed to be conducted.

 

7.2. Bankto has all requisite power and authority to execute and deliver the obligations under these Terms.

 

7.3. To the extent permitted by law, we exclude all warranties, representations, conditions, and all other terms of any kind whatsoever as to any matter whatsoever, whether express or implied by statute or common law or the operation of law. Notwithstanding the generality of this clause, we do not warrant the reliability, availability, accuracy, or completeness of information on the Bankto Platform, and we confirm that all information is provided “as is” without warranty of any kind, express or implied.

 

7.4. While we attempt to make your access to any use of the Website, Bankto Platform, and Merchant Services and content safe, we do not represent or warrant that the Bankto Platform, Website, Merchant Services, and any functions contained therein are error-free, uninterrupted, free of viruses or other harmful components.

 

7.5. We cannot guarantee the security of any data that you disclose online. You accept the inherent security risks of providing information and dealing online over the internet.

 

7.6. We do not warrant that the functions contained in the Bankto Platform will meet your requirements or business objectives.

 

8. Merchant obligations

 

8.1. You undertake to:

 

8.1.1. adhere to these Terms and any other documents referenced herein and any other applicable provisions governing the use of our Merchant Services.

 

8.1.2. at all times comply with all applicable laws and regulations, including, but not limited to, AML/CTF regulations, personal data protection laws, unfair commercial practices laws and regulations, consumer rights laws, etc.

 

8.1.3. provide us with information, documents, and data which is accurate, correct, true, up to date, not misleading and free of viruses or other harmful components that could interfere with the normal operations of the Bankto
Platform, Website, and Merchant Services.

 

8.1.4. provide us with all necessary cooperation in relation to the Merchant Agreement.

 

8.1.5. notify us immediately without any delay (on the same Business Day or the next available Business Day) on suspicion of improperly provided Services, of loss, theft, unauthorized use, or illegal acquisition of the login data, and also of loss of your electronic device used for logging onto the Bankto Platform.

 

8.1.6. take all reasonable measures necessary to prevent illegal disclosure, appropriation, or use of your data related to transactions in Virtual Currencies.

 

8.1.7. notify us immediately of any changes to any information you have provided to us in connection with these Terms and your Account and/or of any material change in your circumstances that might affect your performance of these Terms, including any change of control or constitution, business model or the goods and/or services you sell or distribute or of any change to any regulatory requirement to which you are subject (including but not limited to changes to or the revocation of the licenses you require for your business) which might have an adverse impact on our compliance with applicable law or any of applicable regulatory requirements, or your credit and/or financial standing (Material Change) without undue delay prior to the change(s) coming into effect and in any event prior to taking or making payments related to the Material Change.

 

8.1.8. submit any documents at the request of the Company and in the manner requested by the Company supporting any of your changes in information or circumstances.

 

8.1.9. obtain and maintain all necessary licences, consents, and permissions necessary for you to perform your obligations under the Merchant Agreement.

 

8.1.10. maintain the security and confidentiality of your passwords, usernames, or any other authentications, credentials, or codes that you use to access your Account.

 

8.2. You agree to provide us with access to your website to investigate (either manually or automatically) the accuracy of information contained in your website, provided that we are under no obligation to conduct such investigations, and any checks or investigations shall not be deemed to grant our approval of your website content.

 

8.3. You agree to submit the content of your website based on which you intend to connect your account for accepting payments, should we request so. You must notify us if the content of your website materially changes, including but not limited, to a material change of your products and services offered on your website.

 

8.4. You hereby authorize and consent to us obtaining credit and financial information relating to you from any third parties and to undertake credit and financial reviews on you at our sole discretion.

 

8.5. You are prohibited from charging your customers a processing fee, mark-up or other surcharge for payments through the Merchant Services. You shall not set a minimum purchase amount above or below which you refuse to honour Cards unless permitted by applicable Card Scheme Rules.

 

8.6. You shall provide the Merchant Clients with a clear and fair return and refund policy. Upon request, you should provide us a copy of your return and refund policy and shall notify us of any subsequent change to such policy.

 

9. Bankto Obligations

 

9.1. We undertake to act in good faith and use our best commercially practicable efforts to provide the Merchant Services to you in accordance with these Term and perform and fulfil our obligations to you.

 

10. Assumption of Risk

 

10.1. You acknowledge that:

 

10.1.1. you have all the information necessary to correctly understand, determine, and appreciate the scope and content of the Merchant Services and the implications of receiving payment for your services or goods or as donations in Virtual Currencies.

 

10.1.2. you have individually researched Bankto and the Merchant Services and understand their content.

 

10.1.3. you understand the risk of volatility associated with Virtual Currencies which may cause the Virtual Currencies you hold to lose their value.

 

10.1.4. you understand that Virtual Currencies are not a legal tender, they are not regulated or backed by the government, and are not subject to any applicable Deposit Guarantee Scheme or other compensatory scheme; hence, there is an increased risk of losing your Virtual Currencies and not receiving any compensation.

 

10.1.5. your financial status allows you to accept the risks relating to Virtual Currencies, such as risk of loss or theft, or risk of volatility.

 

10.2. You acknowledge the following risks related to Virtual Currencies; the list is not exhaustive, and you acknowledge to have assessed all potential risks:

 

10.2.1. Risk of Theft: Virtual Currencies used for any transfer for transfer and settlement purposes for the provision of services or goods to your Merchant Clients or as donations, for exchange from Virtual Currencies to other Virtual Currencies or Fiat, for transfer to wallets outside Bankto, or for custody with Bankto, may be exposed to attacks by hackers or other individuals that could result in theft or complete loss of your Virtual Currencies.

 

10.2.2. Risk of Mining Attacks and technology: blockchain is susceptible to attacks, including but not limited to denial-of-service attacks, hacks, exploits of consensus nodes, and byzantine attacks on the consensus nodes, and other relevant vulnerabilities. You understand that there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, a complete loss of the Virtual Currencies for the Merchant Services.

 

10.2.3. Risk of transaction Verification: any transaction, transfer, exchange, or custody of Virtual Currencies may be delayed or not be executed due to the transaction volume on the respective blockchain, mining attacks and/or similar events.

 

10.2.4. Risk of Delayed Fiat exchange: any transaction, exchange, or custody may be delayed due to a delay of execution of the Fiat transaction by the involved banks or payment providers (due to bank holidays, fraud prevention procedures or other compliance issues).

 

10.2.5. Prices and Availability: all prices during an exchange reflect the exchange rates of brokers and exchanges applicable to the sale of Virtual Currencies.

 

10.3. We do not own or control the underlying software protocols which govern the operation of Virtual Currencies. We assume no responsibility for the operation of the underlying protocols and do not guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes in operating rules (including “forks”). Any such operating changes may materially affect the availability, value, functionality, and/or the name of the Virtual Currencies in your Bankto Merchant Wallet or other wallet. In the event of any such operational change, we reserve the right to take such steps as may be necessary to protect the security and safety of assets held on our website and Bankto platform, including without limitation, temporarily suspending operations for the involved Virtual Currencies. You acknowledge and accept the risks of operating changes in applicable protocols and agree that we are not responsible for such changes, and not liable for any loss of value you may sustain as a result.

 

10.4. You confirm that you have independently researched, understand, and hereby acknowledge, agree, and accept the risks listed above and any other risks associated with Virtual Currencies.

 

11. Settlement Services for Transactions

 

11.1. In your Account, you must register and determine the place of settlement for Transactions.

 

11.2. For the Merchant Client Transaction involving exchange services, the Merchant Client will purchase Virtual Currencies using their Card, through a wire transfer or any other available payment method to transfer to Merchant. Upon successful completion of payment by the Merchant Client, we shall exchange to the designated Virtual Currency (subject to the applicable terms and conditions) and transfer the said Virtual Currency to the Bankto Merchant Wallet in accordance with these Terms.

 

11.3. Merchant Clients will be required to complete a verification process at the time of payment, as part of our AML/CFT obligations and subject to the applicable terms we have in place.

 

11.4. We will confirm receipt of the Virtual Currencies in your Bankto Merchant Wallet by displaying them in your Account.

 

11.5. The amount of time required to process a transfer will depend on various factors, including the performance of the blockchain or third parties. We make no guarantee as to when the Virtual Currencies will become available to you and/or the Bankto Merchant Wallet. All Virtual Currency transfer risks arising from any Transaction will be your sole
responsibility.

 

11.6. To receive any settlement in Virtual Currencies as part of the Merchant Services, you need to have a digital wallet, which is software designed to enable you to store encrypted private keys used to sign transactions to access Virtual Currencies. You may only use the Bankto Merchant Wallet. The Bankto Merchant Wallet is a custodial wallet, where we store and safeguard your private keys. The Bankto Merchant Wallet is built into your Account. Any Transaction will be settled into your Bankto Merchant Wallet. The Bankto Merchant Wallet allows you to receive Virtual Currencies from your Merchant Clients, exchange those Virtual Currencies into Fiat (via OTC) or another kind of Virtual Currency, or transfer those Virtual Currencies in a custodial or non-custodial wallet outside the Bankto Platform.

 

11.7. You authorise us to disburse and directly transfer the relevant Virtual Currencies to your Merchant Bankto Wallet, and deduct the applicable Fees and other costs, and take any and all actions that we find necessary or desirable to provide our Merchant Services to you, execute the Transaction, and to comply with any applicable law and these Terms.

 

12. Exchange Services

 

12.1. You may exchange any Virtual Currencies held in your Merchant Bankto Wallet into any other kind of supported Virtual Currencies or withdraw it in Fiat. In such a case, and after having deducted the applicable Fees and other costs, we will carry out the exchange as agreed, subject to these Clauses 12, 13 and 14 whatever the case may be.

 

12.2. We reserve the right to set the minimum and the maximum amounts to be exchanged in a single operation by indicating such restrictions on the Website.

 

13. Exchange Services of Virtual Currencies to Fiat

 

13.1. For any Transaction involving the sale of Virtual Currencies to us for Fiat, you must provide the necessary exchange information in your Account (VF Exchange Information) thereby placing an order (VF Exchange Order). Each VF Exchange Order requires you to specify the Virtual Currencies for which you want to buy Fiat (VF Exchange Funds) or the amount of Fiat you want to buy in the Bankto Platform (VF Purchased Funds).

 

13.2. Before performing the exchange as defined in the VF Exchange Order, we will propose to you the applicable exchange rate and the conditions of the exchange (VF Exchange Offer), which is an indicative offer. The duration of the VF Exchange Offer is valid and binding for the period indicated therein. The final exchange rate will be determined at the time we execute the VF Exchange Order at our sole discretion and based on a best effort basis (VF Final Exchange Rate). You shall confirm the VF Exchange Offer (VF Exchange Confirmation) by following the instructions on the Bankto Platform.

 

13.3. By providing the VF Exchange Confirmation you authorize us to execute the VF Exchange Offer and charge you any applicable fees, whereas the actual exchange rate may be different from the prevailing rate indicated via the VF Exchange Offer. If the exchange rate from the VF Exchange Offer deviates, to your detriment, substantially from the exchange rate when the exchange may be executed, such percentage of deviation to be agreed by and between us and you in writing in the Fee Schedule or otherwise, we will not execute the exchange (VF Failed Exchange). In such a case, we will inform you accordingly and provide a new VF Exchange Offer. In case no successful exchange can be performed, we will re transfer the Virtual Currencies to the Bankto Merchant Wallet.

 

13.4. Before selling any Virtual Currencies, you need to ensure that they are free and clear of any encumbrances, liens, or charges, and that they belong to you.

 

13.5. We will perform the exchange and transfer corresponding amount of Fiat to your Payment Account or any other account you designate, after deduction of applicable Fees and other costs.

 

13.6. We reserve the right to perform an additional KYC Check for each and every VF Exchange Order.

 

13.7. Any fees chargeable by your bank or intermediary bank or payment provider relating to the use of Fiat, including but not limited to any administration fees, bank’s processing fees and intermediary banks’ processing fees shall be borne entirely by you.

 

13.8. The amount of time required to process a transfer will depend on various factors, including the performance of third parties and the operation of blockchain. We make no guarantee as to when the exchanged and transferred Fiat or the refunded Virtual Currencies will become available to you. We shall not be liable for any partially completed transactions or delays in the processing of your instructions, or inability to process your instructions due to delay, failure, or interruption in, or unavailability of any third-party provider or blockchain.

 

13.9. All Virtual Currency exchange risks arising from any transactions will be your sole responsibility. We do not guarantee the availability of any exchange rate.

 

13.10. The Virtual to Fiat Currency exchange is final and irreversible once you have confirmed the VF Exchange Offer, and you may not change, withdraw, or cancel the authorisation to us to complete any pending or partially completed transaction.

 

13.11. All Transactions involving a Virtual Currency to Fiat Exchange transaction are final. For the avoidance of doubt, you cannot denounce the Virtual Currency Agreement, as it has been and/or is considered discharged and concluded.

 

14. Exchange of Virtual Currencies to Virtual Currencies

 

14.1. For any Transaction involving the exchange from one kind of Virtual Currencies to another, you must provide the necessary exchange information in your Account (Virtual Currency Exchange Information) thereby placing an order (Virtual Currency Exchange Order). Each Virtual Currency Exchange Order requires you to specify the kind and amount of Virtual Currencies for which you want to buy another kind of Virtual Currencies (Virtual Currency Exchange Funds) or the quantity and kind of Virtual Currencies you want to buy in the Bankto Platform (Virtual
Currency Purchased Funds).

 

14.2. Before performing the exchange as defined in the Virtual Currency Exchange Order, we will propose to you the applicable exchange rate and the conditions of the exchange (Virtual Currency Exchange Offer), which is an indicative offer. The duration of the Virtual Currency Exchange Offer is valid and binding for the period indicated therein. The final exchange rate will be determined at the time we execute the Virtual Currency Exchange Order at our sole discretion and based on a best effort basis (Final Virtual Currency Exchange Rate). You shall confirm the Virtual Currency Exchange Offer (Virtual Currency Exchange Confirmation) by following the instructions on the Bankto Platform.

 

14.3. By providing the Virtual Currency Exchange Confirmation you authorize us to execute the Virtual Currency Exchange Offer and charge you any applicable fees, whereas the actual exchange rate may be different from the prevailing rate indicated via the Exchange Offer. If the exchange rate from the Exchange Offer deviates, to your detriment, substantially from the exchange rate when the exchange may be executed, such percentage of deviation to be agreed by and between us and you in writing in the Fee Schedule or otherwise, we will not execute the exchange (Virtual Currency Failed Exchange). In such a case, we will inform you accordingly and provide a new Exchange Offer. In case no successful exchange can be performed, we will re transfer the Virtual Currencies to the Bankto Merchant Wallet

 

14.4. Before selling any Virtual Currencies, you need to ensure that they are free and clear of any encumbrances, liens, or charges, and that they belong to you.

 

14.5. We reserve the right to perform an additional KYC Check for each and every Virtual Currency Exchange Order.

 

14.6. The amount of time required to process a transfer will depend on various factors, including the performance of third parties and the operation of blockchain. We make no guarantee as to when the exchanged Virtual Currencies will become available to you. We shall not be liable for any partially completed transactions or delays in the processing of your instructions, or inability to process your instructions due to delay, failure, or interruption in, or unavailability of any third-party provider or blockchain.

 

14.7. All Virtual Currency exchange risks arising from any transactions will be your sole responsibility. We do not guarantee the availability of any exchange rate.

 

14.8. The Virtual Currency to Virtual Currency exchange is final and irreversible once you have confirmed the Virtual Currency Exchange Offer, and you may not change, withdraw, or cancel the authorisation to us to complete any pending or partially completed transaction.

 

14.9. All Transaction involving a Virtual Currency to Virtual Currency Exchange transaction are final. For the avoidance of doubt, you cannot denounce the Virtual Currency Agreement, as it has been and/or is considered discharged and concluded.

 

15. Withdrawal and transfer to external wallet

 

15.1. You may withdraw and transfer any Virtual Currencies to any other custodial or non-custodial wallet you designate. We will make the said transfer after having deducted the applicable Fees and other costs.

 

15.2. We do not endorse or guarantee the security of any third-party wallets. You are responsible for safekeeping any applicable passwords and private keys used to access any third-party wallet, and maintain and follow any security protocols, guidelines, and updates on devices used to download and use your wallet.

 

15.3. You may make transfers out of the Bankto Merchant Wallet in accordance with the respective process or any instructions specified in your Account.

 

15.4. We will transfer the Virtual Currencies to external accounts or wallets under your control or under the control of any person other than you only if such third party successfully passes a KYC/AML check determined at our sole discretion. We may verify your control over the receiving wallet(s) used applying any method determined at our discretion. You understand and accept that any transfer to an external account or wallet is subject to the required compliance checks according to the AML/CFT laws and regulations and can be rejected at our sole discretion. We are not obliged to provide any reasons for our decision.

 

15.5. We do not guarantee any maximum duration for the processing of a transfer-out transaction and disclaim any liability for losses or damages caused by delays in the processing of such transactions. You bear the full risk for the accuracy of the provided recipient addresses for transfer-out instructions as well as for initiating the correct transaction to the wallet address. We disclaim any liability for losses or damages caused when you use or provide incorrect wallet addresses in this regard.

 

15.6. We will process virtual currency transfers/withdrawals according to your instructions. You are responsible for the content and accuracy of the request. You should verify all transaction information prior to submitting instructions to us, as the transaction may not be cancelled or reversed once initiated.

 

15.7. You agree to have sufficient Virtual Currencies in your wallet prior to instructing us to effect any Virtual Currency transfer. If your Virtual Currencies in your wallet are not sufficient to cover the amount required for us to complete the transfer, we will not proceed to effect the transfer and we are under no obligation to attempt to fulfill your transfer using an alternative method of transfer.

 

15.8. The amount of time required to process a transfer will depend on various factors, including the performance of third parties and the operation of blockchain. We make no guarantee as to when the Virtual Currencies will become available to the external wallet. We shall not be liable for any partially completed transactions or delays in the processing of your instructions, or inability to process your instructions due to delay, failure, or interruption in, or unavailability of any third-party provider or blockchain.

 

16. Custodial Services

 

16.1. As part of the Services, we provide hosted/custodial Virtual Currency wallet(s), the Bankto Merchant Wallet.

 

16.2. The Bankto Merchant Wallet allows you to store, track, transfer, and manage your Virtual Currency balances. We securely store Virtual Currency private keys, which are used to process transactions. To facilitate transfers from and to the Bankto Merchant Wallet we use private keys; due to our security standards, it may take time to retrieve your private keys and other applicable information, which may delay any such transfer.

 

16.3. You are prohibited from using the Bankto Merchant Wallet in connection with any Virtual Currencies not supported by Bankto. We assume no responsibility in connection with any attempt to use the Bankto Merchant Wallet for Virtual Currencies we do not support. You are responsible for keeping up with the supported Virtual Currencies by Bankto.

 

16.4. All Virtual Currencies held in your Bankto Merchant Wallet are custodial assets held by us for your benefit. Title to the Virtual Currencies held in your Bankto Merchant Wallet shall remain at all times with you and not in any time transfer to us. Any interest we hold for Bankto Merchant Wallets are held for Merchants, are not our property, and are not subject to claims of our creditors. We hereby acknowledge and agree that we are a custodian of the Virtual Currencies in the Bankto Merchant Wallet, which always remain in the property of you and that we have no right, interest, or title in such Virtual Currencies. We hereby confirm that the Virtual Currencies do not constitute an asset on our balance sheet.

 

16.5. You shall bear all risk of all of the relevant Virtual Currencies as owner. We shall have no liability for any fluctuations or loss in relation to Virtual Currencies. We will not sell, transfer, loan, or otherwise alienate any Virutal Currencies in your Bankto Merchant Wallet, except as may be required by law, or as provided otherwise herein, or as may be instructed by you.

 

16.6. All Virtual Currencies connected to the Account shall be held in the related Bankto Merchant Wallet at all times – except for explicit transaction instructions made by you. You have control of the Virtual Currencies in your Bankto Merchant Wallet, and at any time, subject to these Terms and our policies, any applicable law, and any blockchain protocol delay, downtime, requirements, you may withdraw your Virtual Currencies in your Bankto Merchant Wallet by instructing us. We will retain control over private keys associated with your wallet and the blockchain address used to hold Virtual Currencies in your Bankto Merchant Wallet as long as you hold Virtual Currencies with us.

 

16.7. We implement security standards and methods for our custody services. We shall use commercially reasonable efforts to keep in safe custody on your behalf all Virtual Currencies received in the Bankto Merchant Wallet. We will use commercially reasonable efforts to keep your keys to the Bankto Merchant Wallet secure, to prevent unauthorized access to or use of the keys to the Bankto Merchant Wallet [and shall maintain at least one (1) backup key to use as a replacement] [IF APPLICABLE*]. Please note that we maintain separate ledgers for your Account and our accounts (held for our own benefit), but we have no obligation to create a segregated blockchain address for your Bankto Merchant Wallet. It is in our discretion to determine the proper security standards, in accordance with the applicable laws and regulations.

 

17. Card Merchant Client Transactions

 

17.1. In relation to Merchant Client Transactions initiated by Card (Card Merchant Client Transactions) you undertake to accept and honour any valid Card properly tendered by the Merchant Client.

 

17.2. You acknowledge, agree, and accept that you are subject to and must comply with all the terms, conditions, policies, and rules of the payment service provider, the Card Issuer, and any other financial institution involved in the transaction in relation to Card Merchant Client Transactions, including but not limited to terms relating to chargebacks, reserve, and other applicable terms.

 

17.3. You are not permitted to accept or demand recurring transactions (i.e., repeated transactions, which are on the basis of a contract between the Merchant Client and the Merchant, with a predetermined interval of time) from Merchant Client without our permission.

 

17.4. When accepting Card Merchant Client Transactions, you are required to make a record of the following information:

 

17.4.1. a brief description of the good or services sold, returned or cancelled;

 

17.4.2. the price of the goods or services including applicable taxes and adjustment amounts;

 

17.4.3. your name in a manner recognisable to Merchant Clients and your address;

 

17.4.4. a contact telephone number;

 

17.4.5. any applicable terms and conditions;

 

17.4.6. the exact date any free trials end;

 

17.4.7. any other information which the applicable Card Scheme may require.

 

17.4.8. You are required to store the above information in its original form for at least 5 years or longer if required by applicable Card Scheme Rules.

 

17.5. At the time of accepting Card Merchant Client Transactions, you are required to disclose to the Customer:

 

17.5.1. your name and address including electronic contact details and a customer telephone number;

 

17.5.2. the terms and conditions governing the purchase including any cancellation rights;

 

17.5.3. your delivery policy;

 

17.5.4. your sales return and refund policy;

 

17.5.5. your privacy or data protection policy; and

 

17.5.6. if applicable, the details of any regulatory authority responsible for supervising yourbusiness activities.

 

17.6. If you do not have a delivery or sales return and refund policy, you must prominently inform the Merchant Client of this fact prior to completing the purchase.

 

17.7. Notwithstanding any other term in the Terms, you must notify us of any material change to any of the above information if such change can be reasonably expected to have an adverse effect on your Chargeback rates.

 

18. Chargebacks

 

18.1. In relation to the use of Card by Merchant Client for the Merchant Transaction, you, us, or any involved payment provider may receive a Chargeback from a Merchant Client or a Card Scheme under the Card Scheme Rules. We note some of the most common reasons for Chargebacks (the list is not meant to be exhaustive):

 

18.1.1. your failure to issue a refund to a Merchant Client upon the return or non-delivery of goods or services;

 

18.1.2. the goods or services you delivered were defective, insufficient or not as described;

 

18.1.3. a required authorisation code was not obtained;

 

18.1.4. any transaction data was prepared incorrectly or fraudulently;

 

18.1.5. the Merchant Client disputes the Card Merchant Client Transaction or the authenticity of the approval of the said transaction or claims that the transaction is subject to a set-off, defendants or counterclaim; or

 

18.1.6. the Merchant Client refuses to make payment for a transaction because, in the Merchant Client’s good-faith opinion, a claim or complaint has not been resolved or has been resolved in an unsatisfactory manner.

 

18.2. You acknowledge that, under these circumstances, the fact that an authorisation code was obtained does not mean that a particular transaction is a valid or undisputed transaction entered into by the actual Merchant Client.

 

18.3. It is agreed that, in any of the above stated events and for any other potential chargeback event, any chargeback will be charged to you. You remain liable to us or the payment provider for the full amount of the payment and any fees deducted thereof if the payment is later reversed for any reason (Reversal Amount). In the event of a reversal, we or the payment service provider involved in the Transactions will debit the Reversal Amount and any applicable third-party chargeback or reversal fee to your Payment Account or the Bankto Merchant Wallet or any other account held in your name in a financial institution, and you hereby grant us and the payment service provider the authorisation to execute such debit, and undertake to sign and execute all required documents and instruments to that end. We and the involved payment service provider can only process chargebacks if the Card Scheme Rules allow so. If we or the payment service provider are unable to fully recover the Reversal Amount and the applicable third-party chargeback or reversal fee, you are required to repay the Reversal Amount and/or any negative balance of your Payment Account or the Bankto Merchant Wallet by uploading sufficient funds into either of them. Failure to do so is a breach of this Agreement. Repayment of the Reversal Amount and/or any negative balance is due immediately without notice. We and the payment service provider reserve the right, at any time, to send reminders or take debt collection measures including but not limited to mandating a debt collecting agency or solicitors to pursue the claim in court. We and the payment service provider reserve the right to charge you the expenses reasonably incurred in connection with any debt collection or enforcement efforts.

 

18.4. If you are receiving an excessive or unusual amount of Chargebacks, as determined by the Card Schemes, or exceed the Chargeback limits as may be set to you, or as reasonably determined in our or the payment provider’s sole discretion, in addition to our other remedies under the Terms we may take the following actions:

 

18.4.1. review your internal procedures relating to acceptance of Cards and notify you of new procedures you should adopt in order to avoid future Chargebacks;

 

We reserve the right to use third parties to review your internal procedures.

 

18.4.2. notify you of new or increased fees we will charge you to process your Chargebacks;

 

18.4.3. collect from you a Reserve Amount or suspend settlement transactions carried out under the Merchant Services in an amount reasonably determined by us to be sufficient to cover anticipated Chargebacks and all related fees, expenses, and fines;
or

 

18.4.4. terminate the Terms with immediate effect or such notice period as notified to youin writing.

 

18.5. You agree to indemnify us against any and all Card Scheme fees and fines assessed against us or payable by us in connection with the processing of your transactions.

 

18.6. In the event of a Chargeback for which you have reimbursed us or we have otherwise obtained compensation from you, in the case of a Card Merchant Client, you may resubmit relevant transaction data for a second presentment in accordance with Card Scheme Rules provided that you act in good faith and believe, based on reasonable evidence available to you enquiry with the Merchant Client and the Card Issuer, that the Chargeback has been made in error. You must not attempt the re-presentment of any transaction date if the relevant transaction or the underlying purchase is in any way disputed by the Merchant Client or the Card Issuer. We may refuse the re-presentment of your transaction data to the relevant Card Scheme if you have not reimbursed or otherwise compensated us for the original Chargeback or we reasonably believe that the re-presentment of the relevant transaction is likely to be challenged or rejected by the Merchant Client, Card Issuer or the relevant Card Scheme or may result in a second Chargeback, unless you have provided sufficient funds to cover any applicable rejection or arbitration fees payable to the relevant Card Scheme and we anticipate no adverse effect on imposed chargeback ratios for our collaborating payment providers or their standing with the relevant Card Scheme.

 

18.7. You shall bear all fees and costs associated with a re-presentment of transaction data and any subsequent rejection, second Chargeback or arbitration fees.

 

18.8. The re-presentment of transactions may be subject to minimum transaction amounts set by our collaborating payment providers or the Card Schemes.

 

19. Reserve

 

19.1. We may temporarily suspend or delay payments to you and/ or establish a Reserve in for the purpose of providing a source of funds to pay us for any and all, actual and reasonably anticipated claims, losses, cost, penalties and expenses at any time during the duration of the Agreement and for a period of up to 13 months after termination. Such funds in whatever form given or maintained, are hereinafter referred to as the Reserve Amount. The Reserve Amount shall at all times consist of sufficient funds to cover any unbilled service fees plus our estimated exposure based on reasonable criteria for Chargebacks, returns, unshipped merchandise or other claims of Merchant Clients, Card Issuers, against you and any liabilities that may be imposed on us by applicable laws, rules, and regulations (including of the Card Schemes).

 

19.2. We shall be entitled to prevent you from withdrawing a sum determined by us to be the Reserve Amount from the Bankto Merchant Wallet. Where a Reserve has not been established at the commencement date
of this Agreement, we shall notify you of the imposition of a Reserve, its method of calculation, its amount as well as any increase or reduction of the Reserve without undue delay in writing at any time during the term of this Agreement.

 

19.3. You will have no legal right of interest in the funds in the Reserve Amount; provided, however, that upon satisfaction of all of your obligations under this Agreement, we will pay to you any funds then remaining in the Reserve Amount. In this case, the Reserve Amount represents a monetary claim against us. Under no circumstances shall the Reserve Amount be deemed to constitute a deposit or otherwise a repayable sum held by us on your behalf.

 

19.4. We shall have the right, at any time, without notice to offset any claims, costs, charges, penalties and expenses from any, Reserve or current balance in your Bankto Merchant Wallet or Payment Account. In addition, you shall pay such amounts as we notify it into the Reserve to replenish any deducted amount. If required by us, you shall pay such amounts into your Bankto Merchant Wallet and/or the Payment Account as reasonably determined by us to fund a Reserve or to react to any increased risk of payment reversals that are not covered by your then current balance. You agree to sign and execute all required instruments and documents to enable us to proceed with the offset as provided in this clause.

 

19.5. Without restricting our discretion under clauses 19.1 and 19.2, we may take into account, amongst others, the following factors when determining the amount to be secured in a Reserve:

 

19.5.1. the risk of you ceasing or transferring your business or a substantial part thereof;

 

19.5.2. the risk of you materially altering the nature of your business;

 

19.5.3. If your business activities carry a higher than normal risk of chargebacks or other reversals of customer payments;

 

19.5.4. your overall financial standing;

 

19.5.5. the risk of you becoming insolvent or otherwise unable to pay debts as they fall due;

 

19.5.6. where we receive a disproportionate number of customer complaints, chargebacks or other payment reversals, fines, penalties or other liability related to your Account;

 

19.5.7. where we reasonably believe that you will not be able to perform your obligations under this Agreement.

 

19.6. You agree to provide us, upon reasonable request and at your expense, with information about your financial and operational status, including but not limited to the most recent financial statements and management accounts. You shall undertake, at your own expense, any further action (including executing any necessary documents) necessary to establish any security as is reasonably required by us.

 

20. Your relationship with Merchant Clients

 

20.1. Without prejudice to the Terms, we shall not control, monitor, assess, authorise and/or supervise your activities, sales, purchases, donations, and other business endeavours.

 

20.2. In relation to payments, contributions, or donations in Virtual Currencies made to you per the Merchant Transactions, any legal relations are between you as a Merchant and the Merchant Client making a payment, contribution or donation. We are not a party to any agreements, contracts, relations, or arrangements, between you as a Merchant and the Merchant Client making payments or donations. We do not accept any queries, letters, requests and/or complaints as well as liability for the quality, legality, safety, delivery or any other aspect regarding you, your services, products, activities, a payment, contribution and/or a donation, or a purchase related to the agreement, contract, relation, or arrangement between you as a Merchant and the Merchant Client. Any disputes between you as a Merchant and the Merchant Client shall be resolved exclusively between you as a Merchant and the Merchant Client.

 

20.3. You acknowledge and agree that we make no representations or warranties and do not ensure the quality, safety or legality of any Merchant products and services.

 

20.4. Nothing in the foregoing shall be taken to preclude us from exercising our right to suspend, restrict or terminate the provision of Merchant Services to you at any time pursuant the Terms as well as to refuse to complete, block or reverse a Transaction initiated by the Merchant Client if we reasonably believe that it violates these Terms or there are other circumstances that may infringe our, our other Merchants, our traders, purchasers, our users or the public’s legitimate interests, or any applicable law.

 

21. Inactive Accounts

 

21.1. If your Account becomes an Inactive Account with a balance due to you, we will apply to you a monthly Inactive Account fee as indicated on our Website or the Fee schedule or otherwise agreed.

 

21.2. You authorize and instruct us to deduct the Inactive Account fee from your Inactive Account on your behalf. All costs incurred by us in managing your Inactive Account, will be deducted from your Inactive Account on your behalf.

 

21.3. To make the Account active, you should process a transaction through your Account or update your contact information, depending on the reason why the Account became an Inactive Account. Inactive Account fees and/or any other costs incurred by us in managing your Inactive Account already deducted from the Inactive Account prior to reactivating the Account are not refundable.

 

21.4. If the balance of your Inactive Account is or becomes zero or insufficient to cover an Inactive Account fee and/or any other costs necessary for the management of your Inactive Account, we have the right to close your Inactive Account and terminate these Terms unilaterally and immediately without any prior notice.

 

22. Applicable fees and exchange rates

 

22.1. For the Services and any required integration thereof, you will have to pay us in advance any applicable fees as provided in the Fee Schedule or as otherwise agreed.

 

22.2. We shall charge you the Fees and applicable exchange rates, provided on our Website or the Fee Schedule or as otherwise agreed and as applicable at the moment when a particular transaction is carried out. An outgoing fee is applicable to all payments and payable by you when you transfer Virtual Currencies from one wallet to another by the applicable virtual currency protocol. The applicable fee for each virtual currency is available on our Website and the Fee Schedule.

 

22.3. The Fee and exchange rates schedule on our website is subject to change at our sole discretion. Changes shall come into force immediately upon publication of the updated Fee and exchange rates schedule on our Website.

 

22.4. If you owe us any Fees or any other amounts, we will take the respective Fees or amounts you owe us from the Virtual Currencies or Fiat we process on your behalf on the due date without your instruction or approval. You hereby authorize us to deduct said Fees or amounts on your behalf.

 

22.5. You must ensure that all required Fees and amounts due to us are available to us on due date. If you do not have enough Virtual Currencies or Fiat to pay the Fees or any other amounts due, we reserve the right to suspend the provision of our Merchant Services to you until such Fees and amounts are paid to us.

 

22.6. We may apply specific discounts and commissions. If so, we will let you know in writing in advance.

 

23. Prohibited Uses and Business Activities

 

23.1. You should not in any way use the Merchant Services, the Bankto Platform, and any other services we may provide to you for any of the following. Please note that this list is non exhaustive, and we reserve the right to modify it at any time. It is within our sole and absolute discretion to determine whether an activity falls into one of these categories. You are prohibited from using the Merchant Services, the Bankto Platform, and any other services we may provide to you:

 

23.1.1. for any unlawful, illegal, or illegitimate activity, to hide, disguise or conceal the proceeds from any illegal or unlawful activity, for any fraudulent, malicious or abusive activity.

 

23.1.2. in breach, or potential breach, or non-compliance, or non-conformity of these Terms, any applicable law, including infringing on national and international sanctions imposed by the government of the Republic of Lithuania, the European Union, and other competent authorities.

 

23.1.3. to disable, disassemble, reverse-engineer or decompile, or attempt any of those in relation to the Bankto Platform and any connected software.

 

23.1.4. to act in a way which imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information connected to the Bankto Platform.

 

23.1.5. to transmit or upload any material to the Bankto Platform or the Website that contains viruses, trojan horses, worms, or any other harmful or deleterious programs.

 

23.1.6. to attempt to gain unauthorized access to the Bankto Platform or the Website, Accounts of other persons, computer systems or networks connected to the Bankto Platform or the Website, through password mining or any other means.

 

23.1.7. to infringe on our proprietary intellectual property or any other party’s intellectual property.

 

23.1.8. to perform any Actions which defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others, or incite, threaten, facilitate, promote, or encourage hateful or violent acts against others.

 

23.1.9. to defraud us, our users, or any other person, or attempt to defraud us or any other person, or provide any false, inaccurate, or misleading information to us.

 

23.1.10. to conduct or engage in activity in a way that we believe might harm our ability to provide the Merchant Services, Website and the Bankto Platform.

 

23.2. You are prohibited from carrying out any of the following business categories, and practices. Please note that any list we provide is non-exhaustive, and we reserve the right to modify it at any time. It is within our sole and absolute discretion to determine whether an activity falls into one of the relevant categories. Also, we have the right to request additional information or provide explicit requirements for specified business categories.

 

Particularly, you are prohibited from using our services for:

 

23.2.1. Gambling services (including but not limited to online casinos, sports betting, spread betting, reverse auctions and lotteries);

 

23.2.2. Get rich quick schemes, Ponzi schemes, snowball schemes, investment clubs or similar activities;

 

23.2.3. Adult content or sexually explicit material, escort services or modelling agencies;

 

23.2.4. Mass email services, SMS services or customer marketing lists;

 

23.2.5. Astrological services, paranormal services, counselling, psychological services, on-line health assessment, star naming services;

 

23.2.6. prescription drugs, prohibited substances or their components; drug paraphernalia;

 

23.2.7. Fake or counterfeit goods, novelty IDs;

 

23.2.8. Dangerous or restricted goods (including but not limited to explosives, radioactive materials, toxic substances, batteries, fireworks;

 

23.2.9. Weapons, knives and ammunition;

 

23.2.10. Protected works of art, history and culture;

 

23.2.11. Restricted electronics (such as cable TV decoders, radars and surveillance equipment);

 

23.2.12. any other goods or services whose sale, provision, delivery, offering or marketing is prohibited or restricted in the jurisdiction of the Merchant or in any jurisdiction where any of its customers is located.

 

23.3. If you provide goods or services, that fall within the subsequent extension of the list in clause 23.2, you shall immediately terminate the provision of such goods or services. In the event, you will not proceed to such termination, we retain the right to terminate the effect of this Agreement. If you are in any doubt whether your goods or services fall under any of the categories listed, you must first consult with us before offering such goods or services. Notwithstanding the foregoing, we reserve the right, without any prior notice or explanation, to refuse any person from using the Merchant Services or to terminate an existing relationship with you if we have a reasonable doubt that the activity being carried out by you or that person is in violation any of the prohibitions specified in this section.

 

24. AML/CTF requirements

 

24.1. We are subject to mandatory requirements under the AML/CTF laws and regulations of the Republic of Lithuania. As such, we implement strict AML/CFT and know-your-customer checks, before establishing our business relationship with you, during the provision of our services to you, or to carry out occasional transactions. For the purposes of know-your-customer, it is necessary for us to obtain from you and retain the required documents, information, and data confirming your identity and/or the identity of a legal entity you represent and any other relevant documents and/or information, as well as other information for your source of funds, wealth, and other appropriate checks.

 

24.2. We also implement proper transaction monitoring, carry out monitoring reporting, and checks to identify any suspicious, or unusual operation or transaction, or for random checks. In case of any suspicious or unusual operation, we shall have the right to suspend any transaction, including, but not limited to, the suspension of a withdrawal of your transaction and/or Account, for a certain period of time. In that case, we shall not be liable to you or the Merchant Clients for any default on any contractual obligations, and/or for any damages or losses sustained by you.

 

24.3. We must report any suspicious activity identified during the business relationship with you to the relevant authorities. We shall not be liable to you for the execution of such duties.

 

24.4. Failure to submit required information and/or documents or provision of incorrect or incomplete information and documents, or failure to comply with our instructions will result in our Merchant Services and your Account being or becoming unavailable to you.

 

24.5. We shall have the right to restrict or terminate the provision of the Merchant Services if, before, after, or at the execution of any particular transaction, you do not submit to us or avoid, or refuse to submit to us the requested documents, information, and/or material, or conceal the requested documents, information, and/or material or provide incorrect or incomplete requested information, or otherwise fail to comply with any other instructions we give.

 

24.6. We shall have the right to verify the information provided by you using reliable and independent sources of information and other lawful methods.

 

24.7. We shall be entitled to terminate a business relationship with you at any time if we determine that continuing such a business relationship with you might expose us exposes us to a money laundering, terrorist financing risk beyond our appetite.

 

24.8. We have the right to use an outsourcing agent and service provider for the implementation of AML/CFT checks as provided in the Terms and as required by applicable law. If you do not comply with the said provider’s instructions and requests or fail to provide the requested data or information necessary to confirm your identity and/or perform customer due diligence, we have the right to terminate our business relationship with you.

 

25. Security

 

25.1. We may stop or suspend the use of the Bankto Platform for safeguarding the security of the Bankto Platform or to prevent the suspected, unauthorized or fraudulent use of the Bankto Platform. We shall not be held liable for any losses whatsoever you or any third party incurs as a result of blocking your access to the Bankto Platform.

 

25.2. We reserve the right to request a change of your Account for security reasons.

 

25.3. We implement security standards for the provision of custodial services and maintaining the private keys connected to your Bankto Merchant Wallet.

 

26. Use of subcontractors and third-party providers

 

26.1. You understand, agree, and accept that we may perform any of our duties or obligations under the Terms through subcontractors, agents or sub-custodians (including affiliates), whenever and on such terms and conditions as we, in our sole discretion, deem necessary or appropriate to perform such duties or obligations or liabilities; provided that no arrangement with such subcontractor, agent or sub-custodian shall discharge us from our duties and obligations for the selection and instruction of such subcontractor, agent or sub-custodian.

 

26.2. You may be subject to the terms of other third party providers; in that case, we will share the relevant terms with you.

 

26.3. Notwithstanding the generality of any clause in this Agreement, you acknowledge, agree, and accept that your use of the Merchant Services will be subject to the terms, conditions, and policies of the payment service provider involved in the Transactions, including the Card Scheme Rules for the use of Card. The payment service provider reserves the right to carry out KYC and AML Checks for you and your transactions. The payment service provider might reject you as a client. We are not responsible for any such rejection, and we shall not be held responsible or liable if we are unable to perform the Merchant Services due to the payment service provider’s refusal or failure to perform any payment transaction or processing.

 

22. Development, Modification, and suspension of Services

 

22.1.We reserve the right to exercise our discretion at any time to develop, improve, and otherwise modify the Website and/or Bankto Platform or other programs related to our Merchant Services provision, the functions and functionality of the Website and/or of the Bankto Platform. If needed and possible, at our discretion we will publish information about the changes indicated in this clause on the Website. We assume no responsibility for any losses and inconvenience to you and/or any third parties, which may be caused as a result of exercising our rights indicated in this clause.

 

22.2.We may suspend the Merchant Services for any of the following reasons: (i) a security incident involving the systems of Bankto; (ii) to comply with any law, regulation, court order, or other governmental requests; (iii) to otherwise protect us from potential legal liability or for other legitimate reasons; (iv) if we cease to have the necessary authorization or licenses to provide the Merchant Services for any reason. We will notify you of any suspension as soon as practical. If the grounds for such suspension disappear or are resolved or, after further investigation or discussion, appear to not exist, we shall promptly resume the access to the Merchant Services and Bankto Platform. We assume no responsibility for any losses and inconvenience to you and/or any third parties, which may be caused as a result of exercising our rights indicated in this clause.

 

23. Intellectual Property

 

23.1. You acknowledge that we and/or our licensors own all intellectual property rights in the Website, Bankto Plataform, Merchant Services and all features, functionalities, tools, and software, content and documents thereof. This agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of our intellectual property, save for your limited right to use the Services and the Bankto Platform in accordance with the Terms.

 

23.2. For the duration and strictly for the purpose of these Terms, the parties grant each other a non-exclusive, worldwide, royalty-free, non-transferable license to copy, use and display any logo, trademark, trade name or other intellectual property owned by, or licensed to the other party, to the extent that we are entitled to grant a sublicense.

 

24. Liability and indemnity

 

24.1. To the extent permitted by law, we exclude all liability and responsibility for any losses, damages, costs, or expenses, whether in tort (including negligence), contract or otherwise, and whether direct, indirect, or consequential (including in connection with business interruption), which you or any other person may suffer or incur in connection with the Merchant Services, the use or inability to use the Bankto Platform, your Account, and in respect of any Virtual Currency, transaction, transfer, or any action carried out thereof, or otherwise, including but not limited to, in these Terms, loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or loss due to technical faults, fluctuations of Virtual Currency and exchange rates, system hacks or attacks, forgotten or lost passwords, security of your passwords and private keys, or unauthorized access to your Account, incorrectly logged transactions or mistyped Virtual Currencies addresses. Nothing in these Terms should be taken to limit any of other terms in these Terms.

 

24.2. Where and to the extent liability for breach or any implied warranty or condition, or otherwise, cannot be excluded, our liability to you is limited to the total amount of the Fees we have earned from you during the last 3 (three) months (from the event giving rise to the claim for liability) as a result of supplying the Merchant Services to you. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

 

24.3. Without any limitation of other terms in these Terms, you acknowledge that we bear no liability for any damage, loss (including loss of profit), delay, inconvenience, failure in performance or interruption of the provision of Merchant Services for any reasons, including but not limited to any computer virus, spyware, scareware, Trojan horse, worms or other malware or cyber, phishing or spoofing attack that may affect your computer or other device, any hard fork, soft fork, or other change in the operating rules of an underlying Virtual Currency network, any suspension of the Services permitted under these Terms, any other cause or condition beyond our control.

 

24.4.We shall not be liable for any currency lost, third party fees or costs of additional transactions of a reversed transaction as provided in these Terms.

 

24.5.You agree to indemnify, release, and hold harmless us, our affiliates and any company under common ownership or control with us or our affiliates as well as the officers, directors, agents, representatives and employees of the foregoing, from any claim, liability, loss, expense or demand, including legal fees, related to your use of our Merchant Services, or in connection with, any claim made or threatened by a third party relating to any merchant products or services, or arising out of your failure to notify us of any changes as provided in the Terms that are relevant for compliance with the laws, rules, and regulations applicable to us or you.

 

25. Taxes

 

25.1.It is your own responsibility to pay any taxes applicable to you in relation to using the Merchant Services.

 

25.2.We make no representations in relation to tax liabilities, assume no tax liability for any Merchant, assume no responsibility for the tax liability of any Merchant, not for collecting, reporting, withholding, or remitting any taxes arising from any Merchant Services that you may use.


25.3.In case we are obliged under applicable law or decide on a voluntary basis to report to any competent authorities any information that is related with your tax obligations, you undertake to provide us with the requested documents, data, and information.

 

26. Notices and Communications

 

26.1. Any notice or communication between you and us shall take place and be given by email to the email address registered in your Account and to the email address we provide on our website from time to time.

 

26.2. A notice or communication delivered by email shall be deemed to have been received at the time of transmission.

 

27. Data protection

 

27.1. In order to provide our Merchant Services, we collect, use, store and otherwise process information about you as permitted by the laws of the Republic of Lithuania, the European Union General Data Protection Regulation (No 2016/679) and other relevant legal acts.

 

27.2. We will collect, use, store, and otherwise process information about you as described in detail by our Privacy Policy as available on our Website and as updated from time to time.

 

27.3. You are obliged to inform us in writing immediately in case any information we hold about you is inaccurate or not up to date or you believe that any of the information about you is collected, used, and stored by us in a manner not compliant with applicable laws.

 

27.4. In some instances, in the provision of our Merchant Services, you may act as a data controller, and us, as data processor, where we process data on your behalf. In such instances, you authorize us, as a data processor to process personal data controlled by you and provided to us (information about your Merchant Clients) on your behalf and pursuant to your instructions for the sole purpose of providing you with access to the Bankto Platform and provision of our Merchant Services. The data will be processed in accordance with a Data Processing Agreement which contains standard data protection contract clauses.

 

28. Confidentiality

 

28.1. Each party may be given access to Confidential Information (information that is proprietary to each party or is labelled as such or is reasonably deemed as such, including without limitation, the information on the content of transactions with the Virtual Currencies, security requirements related to transactions with a Virtual Currency, technical data, know-how, trade secrets related to activities of any of the Parties, the non-public Bankto information and all unpublished service manuals, information, data and other similar materials or records provided by the Party to the other Party pursuant to these Terms or otherwise) from the other party in order to perform its obligations under the agreement. A party’s Confidential Information shall not be deemed to include information that:

 

28.1.1. is or becomes publicly known other than through any act or omission of the receiving party,

 

28.1.2. was in the other party’s lawful possession before the disclosure;

 

28.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure, or

 

28.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence.

 

28.2. Subject to clause 28.4., each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Terms.

 

28.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms.

 

28.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause

 

28.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

 

28.5. You acknowledge that details of the Merchant Services constitute our Confidential Information.

 

28.6. The above provisions of this clause 28 shall survive termination of this agreement, however arising.

 

29. Modification of the Terms

 

29.1. We shall have a right to amend these Terms unilaterally by publishing the amended Terms on our Website. The amendment of the Terms shall come into force within 10 calendar days upon their publication on our Website. The 10 calendar-day notification period applies only to the Merchants we have a prior existing business relationship with. For the new Merchants terms are legally binding from publication.

 

29.2. You shall be deemed to have accepted those amendments if you do not notify us before the date of their entry into force that they are not accepted.

 

29.3. If you object by email to any proposed amendment in a timely manner, as mentioned in these Terms, you shall have a right to terminate these Terms by email-notice of termination.

 

29.4. Amendments shall not have retrospective effect and shall not affect any rights and/or obligations that have arisen between you and us before amendments came into effect.

 

30. Suspension, restriction, and termination

 

30.1. We shall have a right to terminate these Terms unilaterally at any time and for any reason by giving you not less than 10 (ten) calendar days’ notice via email.

 

30.2. You shall have the right to terminate these Terms unilaterally for any reason by giving us 1 (one) month notice via email.

 

30.3. Regardless of any agreed term, we may terminate this Agreement by written notice to you at any time immediately or with such notice period as specified by us in the termination notice if:

 

30.3.1. you are unable to pay your debts under applicable insolvency laws

 

30.3.2. you cease or threaten to cease to carry on the whole or a substantial part of your business;

 

30.3.3. you make any voluntary arrangement or composition with your creditors;

 

30.3.4. you or your shareholders or principles pass any resolution to wind up (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or an order is made for your winding up;

 

30.3.5. you are the subject of a notice of intention to appoint an administrator or of a notice to appoint an administrator or you are the subject of an administration application, become subject to an administration order or have an administrator appointed over you;

 

30.3.6. a receiver or administrative receiver is appointed over all or any of your property or assets;

 

30.3.7. you are dissolved or otherwise cease to exist; or

 

30.3.8. the equivalent of any of the events described in these clauses 30.3.1 30.3.7 occurs in relation to you under the laws of any jurisdiction;

 

30.3.9. if you are undergoing or intend to undergo a material change of your ownership structure; a change is material if it affects the ownership structure you have notified to us in your account set up or subsequent information update;

 

30.3.10. you are in material breach of this Agreement;

 

30.3.11. you are otherwise in breach of this Agreement and failed to remedy such breach within 10 Business Days of our notice to you that you are in breach of this Agreement;

 

30.3.12. reputational risk, concerning your business activities occurred.

 

30.4. Without limiting any other terms in these Terms, we shall have a right to immediately, without notice, suspend or restrict the provision of our Services, suspend the fulfillment of Transaction and other exchange, or transfers, and/or refuse to complete, block or reverse a transaction initiated by or to you, if:

 

30.4.1. we learn or reasonably suspect, in our sole discretion, that you will use or have used your Account to engage in unlawful or improper activity in violation of applicable laws or regulations these Terms, and/or our other applicable terms of use, including, or where you fail to comply with any Terms, or that any transaction or transaction order placed by you or the Merchant Client is not in accordance with the applicable law and the Terms,

 

30.4.2. if any circumstances occur or are likely to occur that would give us the right to terminate or otherwise end these Terms,

 

30.4.3. where we are required to do so under relevant and applicable laws and regulations, or

 

30.4.4. where anything occurs which in our opinion suggests that you shall be unable to provide the Merchant products and services or otherwise fulfil the contracts that you have with the Merchant Clients customers;

 

30.4.5. if the Transactions are for the sale of goods and/or services which fall outside of the agreed business activities, or where you present a Transaction and fail to deliver the relevant goods and/or services and/or where you are third party processing and not delivering goods and/or services yourself;

 

30.4.6. where there is a change in your circumstances (including a deterioration in or change to your financial position), or a change in your business or in your products and services which we consider, in our sole discretion, material to the continuation of the Merchant Services;

 

30.4.7. you undergo material changes in your circumstances as provided in these Terms,

 

30.4.8. if we consider, in our sole discretion, that the level of chargebacks or number of claims for non-delivery of products and services to the Merchant Clients that are being incurred in respect of you are unreasonable.

 

30.5. Where we suspend the Merchant Services, we shall reinstate the same and where necessary, provide new security details, such as a password, as soon as practicable after the reasons for the suspension cease to exist.


While not obliged to do so, we will inform you of any suspension in advance, or, if this is not possible, immediately afterwards and give our reasons for the suspension unless to do so would compromise reasonable security measures or is otherwise unlawful or contrary to an order from a competent court or authority.

 

30.6. We reserve the right at all times to monitor, review, retain and/or disclose any payment information, and any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process, or governmental request. We shall have the right to terminate these Terms where so required by law, and/or any competent authority, in the manner and period provided by the law or authorities; if no such period is provided, we will apply our own time frame.

 

30.7. Upon the termination of these Terms and the Account for whatever reason: (i) all rights granted herein shall terminate immediately; (ii) each Party shall promptly return to the other Party, or destroy and certify the destruction of all Confidential Information to the other Party, if any (unless retention of such information is required by applicable laws or foreseen in these Terms or related documents); (iii) each Party shall remit in full all payments due to another Party according to these Terms accruing prior to the date of termination, and following such final payment, neither Party will be entitled to receive any payment from the other Party; (iv) any provision of these Terms that by its very nature or context is intended to survive any termination, cancellation or expiration hereof, shall so survive; and (v) all other performance obligations of both Parties under these Terms shall cease.

 

30.8.The termination of the Terms shall also mean the closure of the respective Account.

 

30.9. Effect of Account termination or suspension. Notwithstanding the generality of the foregoing, if your Account is closed for any reason, you agree: (a) to continue to be bound by surviving portions of these Terms, (b) to immediately stop using the Merchant Services, (c) any rights or licenses provided under these Terms shall end, (d) that we will retain certain information and Account data as required under applicable laws and regulations, and (e) that we shall not be liable to you or any third party for termination of access to the Merchant Services, closure of an Account, or retention of information or Account data.

 

30.10. We shall not be held liable for any loss, damage, or harm arising after we legally suspend or restrict the provision of our Merchant Services, transactions, transfers, exchanges, and other services, or terminate these Terms.

 

30.11. Termination of the Terms shall not exempt you from the due discharge of all obligations to us arising before the date of termination.

 

30.12. Transactions initiated under the Terms before their termination shall be completed in accordance with the provisions of the Terms applicable before their termination unless otherwise agreed by you and us, as otherwise provided in these Terms, or as otherwise required by law.

 

31. Final provisions

 

31.1. Governing law. These Terms and any disputes or claims arising out of or in connection with these Terms or their subject matter or formation (including non contractual disputes or claims) are governed by, and construed in accordance with, the laws of the Republic of Lithuania.

 

31.2. Jurisdiction. Only the courts in Vilnius, the Republic of Lithuania, shall have jurisdiction over any legal disputes arising from or in relation to these Terms.

 

31.3.Language. You and we shall agree that the language of these Terms as well as communication between you (or any authorized person) and us is to be English.

 

31.4. Waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

31.5.Rights and remedies. Except as expressly provided in these Terms, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

 

31.6. Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms. If any provision or part-provision of this agreement is deemed deleted under clause

 

31.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

31.7. Assignment. You shall not, without our prior written consent assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under this agreement. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these Terms.

 

31.8. No partnership or agency. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

 

31.9. Force Majeure. We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, pandemics, endemics, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

 

31.10. Survival. Any right or obligation of the Parties in these Terms, which, by its express terms or nature and context is intended to survive termination of these Terms, will survive any such termination.

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