Processing Service Agreement (General Terms)
PLEASE READ THIS DOCUMENT CAREFULLY. THIS DOCUMENT SHALL BECOME LEGALLY BINDING TO YOU UPON MARKING “ACCEPT TERMS OF USE” CHECKBOX. IF THERE IS ANYTHING IN THIS DOCUMENT, WHICH YOU DO NOT UNDERSTAND, PLEASE CONTACT US. IF THERE IS ANYTHING IN THIS DOCUMENT WITH WHICH YOU DO NOT AGREE, PLEASE DO NOT MARK “ACCEPT TERMS OF USE” CHECKBOX. YOU SHOULD BE AWARE THAT THE RISK OF LOSS RELATING TO VIRTUAL ASSETS CAN BE SUBSTANTIAL. THE VALUE OF VIRTUAL ASSETS CAN GO UP OR DOWN THUS THERE CAN BE A SUBSTANTIAL RISK OF LOSING VALUE WHILE BUYING, SELLING OR OTHERWISE DEALING WITH VIRTUAL ASSETS. YOU SHOULD CAREFULLY CONSIDER WHETHER DEALING WITH VIRTUAL ASSETS IN ANY WAY IS SUITABLE FOR YOU BY CONSIDERING YOUR FINANCIAL STATUS. YOU CAN FIND MORE INFORMATION ON RISKS RELATING TO VIRTUAL ASSETS IN OUR RISK WARNING, WHICH IS AVAILABLE HERE.
«MICOLNES» or «Administrator» or «Platform» or «Operator» or «we», «our» or «us» or «SWC-PAY» means MICOLNES, company registered and acting under the law of Poland, registration number 525065817, registered address: Bartycka Street, No. 22B, Unit 21A, Locality Warsaw, Post Code 00-716, Post Office Warsaw, Country Poland, which provides you access to the Services on the website. It is online platform, operated by the Company, that offers Services of Virtual Currency wallet, exchanging Virtual Currencies and other additional crypto services, and «You» or «User» («Merchant») means the entity, that registered on the website https:// swcpay.com and accepted the Terms of Use, the Privacy Policy and other legal documents posted on our website, on the other hand, Collectively referred to as the "Parties", WHEREAS,
a) SWC-PAY is a payment system that accepts payments in cryptocurrencies and protects your income from exchange rate fluctuations in the cryptocurrency exchange. If you wish, SWC-PAY can convert all incoming funds into stablecoins, i.e. cryptocurrencies with a stable exchange rate that is tied to the dollar;
b) As the Administrator (SWC-PAY), having the Crypto Services License under the Regulations, provides access to Our Services to a Customers according to the Administrator’s Terms of Use located on the Administrator’s Website https://swc-pay.com (the "Terms of Use");
c) the Merchant intends to use Our Services for commercial purposes carrying out commercial activities and changing/receiving/converting crypto payments from other Customers for any goods, works and/or services;
WHEREAS, is the administrator and operator of a virtual currency wallet (account) (hereinafter referred to as “Administrator”) enabling Payers to effect Payments for goods/services/works of MERCHANT in virtual currency; and WHEREAS, MERCHANT and its affiliates own and/or operate businesses selling various goods/services/works, and use of SWC-PAY for accepting Payments in virtual currency from Payers suits the MERCHANT’s business needs; and WHEREAS, SWC-PAY will grant MERCHANT a non-exclusive license to use and integrate our ewallet (platform) and merchant account to enable MERCHANT to receive and change virtual currency Payments from Payers by our platform; and have entered into this agreement including the Terms of Use, all exhibits, appendices, addenda, schedules, pricing sheets, fee schedules, the Rules and the like attached hereto or incorporated by reference herein, as amended from time to time if agreed by both parties (hereinafter referred as the "Agreement") as follows:
«MICOLNES» or «Administrator» or «Platform» or «Operator» or «we», «our» or «us» or «SWC-PAY» means MICOLNES, company registered and acting under the law of Poland, registration number 525065817, registered address: Bartycka Street, No. 22B, Unit 21A, Locality Warsaw, Post Code 00-716, Post Office Warsaw, Country Poland, which provides you access to the Services on the website. It is online platform, operated by the Company, that offers Services of Virtual Currency wallet, exchanging Virtual Currencies and other additional crypto services, and «You» or «User» («Merchant») means the entity, that registered on the website https:// swcpay.com and accepted the Terms of Use, the Privacy Policy and other legal documents posted on our website, on the other hand, Collectively referred to as the "Parties", WHEREAS,
a) SWC-PAY is a payment system that accepts payments in cryptocurrencies and protects your income from exchange rate fluctuations in the cryptocurrency exchange. If you wish, SWC-PAY can convert all incoming funds into stablecoins, i.e. cryptocurrencies with a stable exchange rate that is tied to the dollar;
b) As the Administrator (SWC-PAY), having the Crypto Services License under the Regulations, provides access to Our Services to a Customers according to the Administrator’s Terms of Use located on the Administrator’s Website https://swc-pay.com (the "Terms of Use");
c) the Merchant intends to use Our Services for commercial purposes carrying out commercial activities and changing/receiving/converting crypto payments from other Customers for any goods, works and/or services;
WHEREAS, is the administrator and operator of a virtual currency wallet (account) (hereinafter referred to as “Administrator”) enabling Payers to effect Payments for goods/services/works of MERCHANT in virtual currency; and WHEREAS, MERCHANT and its affiliates own and/or operate businesses selling various goods/services/works, and use of SWC-PAY for accepting Payments in virtual currency from Payers suits the MERCHANT’s business needs; and WHEREAS, SWC-PAY will grant MERCHANT a non-exclusive license to use and integrate our ewallet (platform) and merchant account to enable MERCHANT to receive and change virtual currency Payments from Payers by our platform; and have entered into this agreement including the Terms of Use, all exhibits, appendices, addenda, schedules, pricing sheets, fee schedules, the Rules and the like attached hereto or incorporated by reference herein, as amended from time to time if agreed by both parties (hereinafter referred as the "Agreement") as follows:
1. Interpretation and Definitions:
1.1. Interpretation. This Agreement shall incorporate the Terms of Use additionally for Terms of Use. In the event of any inconsistency between the provisions of this Agreement and the Terms of Use, exhibits, appendices, addenda, schedules, pricing sheets, fee schedules, the Rules and the like attached hereto or incorporated by reference herein, the provisions of this Agreement shall prevail.
1.2. Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below:
“Customer” or “Client” means the person or entity who is authorized to use a Payment Instrument and services for business and personal operations.
“Merchant” means the person who has concluded an individual agreement with us for the provision of our Services and a) who offers products and/or services for sale in Virtual Assets for business purposes or b) is bona fide charitable organization that accepts donations in Virtual Assets. The merchants as well mean a person performing Occasional Transactions adhering to the criteria specified by a person who has entered into a Business Relationship with the Company.
“Merchant account” or “eWallet” means account, virtual interface within the platform that is intended for your use of our Services. The account is accessible via our Website by using your registration email and long-term password (if applicable, one-time password as well) to login.
“Business Relationship” means the professional or commercial relationship of a Customer and the Company 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 (e.g. conclusion of an agreement between the Customer and the Company, continuous performance of monetary operations and transactions).
“Funds” means any currency corresponding to the value recorded at each eWallet.
“Fees” means the fees we will charge you for the provision of the Services, the details of which are set out on our Website.
“A per-transaction fee” means an expense a Merchant must pay each time it processes a payment.
“Virtual Asset” or “Virtual currency” (also known as cryptocurrency, virtual currency, or digital currency) means a digital representation of value that can be digitally traded, or transferred, and can be used for payment or investment purposes. Virtual assets do not include digital representations of fiat currencies, securities, and other corresponding financial assets.
“Virtual Asset Purchase” or “Sale Agreement” means a remote non-recurrent agreement entered into by and between you and us based on these General Terms on either purchase from us or sale to us of any Virtual Asset. A Virtual Asset Purchase and Sale Agreement shall be the basis for corresponding transactions in a specific Virtual Asset.
“Place of Settlement” means a place you administer or otherwise use for Your Clients to discharge their monetary virtual currency obligations (payment for goods or services you sold, etc.). The place of Settlement may also mean your e-shop.
“Our Services” means the services to be supplied by the Administrator under this Agreement, including the Processing and Money Transmission Services.
“Payment Application” means a third party application used by Merchant that is involved in the authorization or settlement of a Payment Transaction provided by the Administrator.
“Payment Instrument” means an account, or evidence of an account, authorized and established between a Customer and any financial institution, or representatives or members of a financial institution that Merchant accepts from Customers as virtual currency payment for a good or service.
“Payment Instrument Information” means information related to a Customer or the Customer’s Payment Instrument that is obtained by Merchant from the Customer's Payment Instrument, or from the Customer in connection with his or her use of a Payment Instrument.
“Payment Processing and Money Transmission Services” means services of Administrator on handling payment cryptocurrency transactions from Payment Instrument to Customer’s details.
“Rules” means all bylaws, rules, programs, and regulations, as they exist from time to time, of the financial institution the Customer's Payment Instrument.
“Transaction Data” means the data submitted by the Merchant to the Administrator in relation to each Payment Transaction.
1.2. Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below:
“Customer” or “Client” means the person or entity who is authorized to use a Payment Instrument and services for business and personal operations.
“Merchant” means the person who has concluded an individual agreement with us for the provision of our Services and a) who offers products and/or services for sale in Virtual Assets for business purposes or b) is bona fide charitable organization that accepts donations in Virtual Assets. The merchants as well mean a person performing Occasional Transactions adhering to the criteria specified by a person who has entered into a Business Relationship with the Company.
“Merchant account” or “eWallet” means account, virtual interface within the platform that is intended for your use of our Services. The account is accessible via our Website by using your registration email and long-term password (if applicable, one-time password as well) to login.
“Business Relationship” means the professional or commercial relationship of a Customer and the Company 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 (e.g. conclusion of an agreement between the Customer and the Company, continuous performance of monetary operations and transactions).
“Funds” means any currency corresponding to the value recorded at each eWallet.
“Fees” means the fees we will charge you for the provision of the Services, the details of which are set out on our Website.
“A per-transaction fee” means an expense a Merchant must pay each time it processes a payment.
“Virtual Asset” or “Virtual currency” (also known as cryptocurrency, virtual currency, or digital currency) means a digital representation of value that can be digitally traded, or transferred, and can be used for payment or investment purposes. Virtual assets do not include digital representations of fiat currencies, securities, and other corresponding financial assets.
“Virtual Asset Purchase” or “Sale Agreement” means a remote non-recurrent agreement entered into by and between you and us based on these General Terms on either purchase from us or sale to us of any Virtual Asset. A Virtual Asset Purchase and Sale Agreement shall be the basis for corresponding transactions in a specific Virtual Asset.
“Place of Settlement” means a place you administer or otherwise use for Your Clients to discharge their monetary virtual currency obligations (payment for goods or services you sold, etc.). The place of Settlement may also mean your e-shop.
“Our Services” means the services to be supplied by the Administrator under this Agreement, including the Processing and Money Transmission Services.
“Payment Application” means a third party application used by Merchant that is involved in the authorization or settlement of a Payment Transaction provided by the Administrator.
“Payment Instrument” means an account, or evidence of an account, authorized and established between a Customer and any financial institution, or representatives or members of a financial institution that Merchant accepts from Customers as virtual currency payment for a good or service.
“Payment Instrument Information” means information related to a Customer or the Customer’s Payment Instrument that is obtained by Merchant from the Customer's Payment Instrument, or from the Customer in connection with his or her use of a Payment Instrument.
“Payment Processing and Money Transmission Services” means services of Administrator on handling payment cryptocurrency transactions from Payment Instrument to Customer’s details.
“Rules” means all bylaws, rules, programs, and regulations, as they exist from time to time, of the financial institution the Customer's Payment Instrument.
“Transaction Data” means the data submitted by the Merchant to the Administrator in relation to each Payment Transaction.
2. Subject of the Agreement
2.1. This document (hereinafter referred to as “General Terms”) constitutes conditions for the provision of Services (as defined below in section 2.2). 2.2. Our Services.
We provide the following Services to Merchants:
2.2.1 Payment Processing in Virtual Assets;
2.2.2 Virtual Asset-to-Virtual Asset Exchange Services;
2.2.3. Virtual Asset-to-Fiat Exchange Services.
2.3. We do not provide any financial services and/or other services subject to authorization requirements under the laws of the Republic of Poland in line with the Position Paper on Virtual Assets and Initial Coin Offerings of the Bank of Poland.
2.4. Currency of Our Services: BTC; BUSD; DAI; DASH; DOGE; ETH; HUSD; LTC; TUSD; USDC; USDT; XRP; TRX; HT; BNB; ADA; AVAX
2.5. The Merchant will use the accounts, use our payment processing and exchange Services you should register at least one Place of Settlement in the SWC-PAY.
2.6. Obligations of the Merchant’s customers to the Merchant pursuant to which the transmissions are made, shall occur in the manner and on the grounds prescribed by applicable law and/or a contract between the customers and the Merchant. The relations from which such obligations arise shall not be subject to regulation of this Agreement and do not create any Administrator's obligations.
2.7. Except where any such limit or prohibition expressly permitted by law or the Rules or where is unlawful under applicable law, Merchant shall not:
a) engage in any practice that unfavorably discriminates against or provides unequal treatment of Administrator,
b) require the Customer to pay the fees to us payable by Merchant (you) under this Agreement,
c) issue refunds for Transactions by cash or cash equivalent (e.g., check),
d) submit a single Payment Transaction in multiple lower value Payment Transactions,
e) accept Customer payments for previous charges incurred at the Merchant location,
f) impose any surcharge or convenience fee on a Payment Transaction,
g) (without prejudice to the Merchant’s own anti-money laundering and sanctions compliance requirements) require a Customer to provide fingerprints or other personal information, such as address, license or telephone number as a condition solely for honoring a certain Payment Instrument,
h) accept Payment Instruments for the payment orders, or other accounts, wire transfer the orders, the issuance of scrip or the like,
i) require a Customer, as a condition of honoring a Payment Instrument, to sign a statement that waives the Customer's rights to dispute the transaction with the Administrator.
The Merchant hereby agrees and acknowledges that funds or currency, sent to the account, opened with the Administrator, in any case shall not be considered as a deposit in classic form.
We provide the following Services to Merchants:
2.2.1 Payment Processing in Virtual Assets;
2.2.2 Virtual Asset-to-Virtual Asset Exchange Services;
2.2.3. Virtual Asset-to-Fiat Exchange Services.
2.3. We do not provide any financial services and/or other services subject to authorization requirements under the laws of the Republic of Poland in line with the Position Paper on Virtual Assets and Initial Coin Offerings of the Bank of Poland.
2.4. Currency of Our Services: BTC; BUSD; DAI; DASH; DOGE; ETH; HUSD; LTC; TUSD; USDC; USDT; XRP; TRX; HT; BNB; ADA; AVAX
2.5. The Merchant will use the accounts, use our payment processing and exchange Services you should register at least one Place of Settlement in the SWC-PAY.
2.6. Obligations of the Merchant’s customers to the Merchant pursuant to which the transmissions are made, shall occur in the manner and on the grounds prescribed by applicable law and/or a contract between the customers and the Merchant. The relations from which such obligations arise shall not be subject to regulation of this Agreement and do not create any Administrator's obligations.
2.7. Except where any such limit or prohibition expressly permitted by law or the Rules or where is unlawful under applicable law, Merchant shall not:
a) engage in any practice that unfavorably discriminates against or provides unequal treatment of Administrator,
b) require the Customer to pay the fees to us payable by Merchant (you) under this Agreement,
c) issue refunds for Transactions by cash or cash equivalent (e.g., check),
d) submit a single Payment Transaction in multiple lower value Payment Transactions,
e) accept Customer payments for previous charges incurred at the Merchant location,
f) impose any surcharge or convenience fee on a Payment Transaction,
g) (without prejudice to the Merchant’s own anti-money laundering and sanctions compliance requirements) require a Customer to provide fingerprints or other personal information, such as address, license or telephone number as a condition solely for honoring a certain Payment Instrument,
h) accept Payment Instruments for the payment orders, or other accounts, wire transfer the orders, the issuance of scrip or the like,
i) require a Customer, as a condition of honoring a Payment Instrument, to sign a statement that waives the Customer's rights to dispute the transaction with the Administrator.
The Merchant hereby agrees and acknowledges that funds or currency, sent to the account, opened with the Administrator, in any case shall not be considered as a deposit in classic form.
3. Rights and obligations of the Parties
3.1. Merchant`s obligations:
3.1.1 to act in good faith and adhere to these General Terms and individual agreements thereof as well as other provisions governing the use of our Services, and timely as well as properly fulfill your obligations to us.
3.1.2 to provide us with information, documents, and data which is accurate, correct, up to date, not misleading and free of viruses or other computer programs or files that could interfere with the normal functioning of the platform.
3.1.3 to promptly (not later than on the same Business Day (in case of non-Business Day, on the earliest Business Day) as you become aware of that) notify us of improperly provided Services, of loss, theft, unauthorized use or illegal acquisition of the SWC-PAY login data,
3.1.4 to promptly (not later than on the same Business Day (in case of non-Business Day, on the earliest Business Day) as you become aware of that) report to us any suspicions about compliance with these General Terms and individual agreements thereof and not carry out any transactions in Virtual Assets until we instruct otherwise.
3.1.5 to take all reasonable measures necessary to prevent illegal disclosure, appropriation, or use of your data related to transactions in Virtual Assets; at all times to comply with all applicable laws and regulations, including, but not limited to, AML regulations, personal data protection laws, unfair commercial practices regulations, consumer rights laws, advertising laws, etc.
3.2 Administrator`s obligations:
3.2.1. to act in good faith and with discretion to best meet your interests.
3.2.2 to strive to enable the intended use of the Website and our platform, take timely measures to correct any operation faults with Service provision and/or the platform; to timely and properly fulfil our obligations to you.
3.1.1 to act in good faith and adhere to these General Terms and individual agreements thereof as well as other provisions governing the use of our Services, and timely as well as properly fulfill your obligations to us.
3.1.2 to provide us with information, documents, and data which is accurate, correct, up to date, not misleading and free of viruses or other computer programs or files that could interfere with the normal functioning of the platform.
3.1.3 to promptly (not later than on the same Business Day (in case of non-Business Day, on the earliest Business Day) as you become aware of that) notify us of improperly provided Services, of loss, theft, unauthorized use or illegal acquisition of the SWC-PAY login data,
3.1.4 to promptly (not later than on the same Business Day (in case of non-Business Day, on the earliest Business Day) as you become aware of that) report to us any suspicions about compliance with these General Terms and individual agreements thereof and not carry out any transactions in Virtual Assets until we instruct otherwise.
3.1.5 to take all reasonable measures necessary to prevent illegal disclosure, appropriation, or use of your data related to transactions in Virtual Assets; at all times to comply with all applicable laws and regulations, including, but not limited to, AML regulations, personal data protection laws, unfair commercial practices regulations, consumer rights laws, advertising laws, etc.
3.2 Administrator`s obligations:
3.2.1. to act in good faith and with discretion to best meet your interests.
3.2.2 to strive to enable the intended use of the Website and our platform, take timely measures to correct any operation faults with Service provision and/or the platform; to timely and properly fulfil our obligations to you.
4. Exchange and processing
4.1.Once we receive Virtual Assets for you and on behalf of you, we will exchange the agreed amount into any other kind of supported Virtual Assets or Fiat and having deducted the applicable Fees and other costs, transfer all such amounts (exchanged and not exchanged) to you at the agreed time.
4.2. You hereby authorize us to execute the exchange of the agreed amounts of received Virtual Assets, deduct the applicable Fees and other costs and transfer such amounts to you.
4.3. The agreed amount of received Virtual Assets to be exchanged shall be indicated on the archival records available by the link in your account.
4.4. We shall 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.
4.5.The moment of exchange of the agreed amount of received Virtual Assets into any other kind of supported Virtual Assets or Fiat shall be the moment when the Virtual Assets are received by us.
4.6.The Merchant will provide the Administrator with documents showing his organizational structure, ultimate beneficiary owner and other information described at the Administrator AML Policy and at the personal account.
4.7.Received/exchanged Funds (amounts) corresponding to the value at each of the Merchant’s accounts in the Administrator’s system (“eWallet”) will be transferred to Merchant account according to settlement period, that is seven working days.
4.8.The amount of time required to process a transfer will depend on various factors, including the performance of third parties. We make no guarantee as to when the exchanged (and not exchanged) and transferred Fiat/Virtual Asset will become available to you. All Virtual Asset exchange risks arising from any transactions will be your sole responsibility.
4.9. The Administrator will provide the Merchant archival reports of operations on a daily basis and provide the Merchant all the information regarding the Payment Transactions according to applicable law and clauses.
4.10. The Merchant is responsible for any advice from, acts of and omissions of Merchant's employees, consultants, advisors, contractors, agents, officers and directors. Merchant is responsible for the use, unauthorized use or misuse of Merchant's equipment or software.
4.11. The Merchant shall pay special attention to transactions in excess of US$ 5,000.00 (or its equivalent in any currency) in one transaction and forthwith report all suspicious transactions to the Administrator (subject to the Merchant’s compliance with its own anti-money laundering requirements).
4.12. The Merchant is responsible for the adequacy of its Funds at Merchant’s account in order to process payouts in favor of its individual customers. If the balance of the Merchant’s account is not sufficient to process payouts, Merchant should replenish the balance of Merchant account first.
4.13. The Administrator warrants and represents that neither it nor any of its principals, associates, directors or officers has/have been convicted of or pleaded guilty or nolo contendere to an offence involving fraud, corruption, or moral turpitude, has/have been identified as or affiliated with a person designated as a terrorist, or associated with terrorism, bribery or money laundering pursuant to any law or regulation promulgated thereunder (a “Prohibited Person”); or has/have never been identified by any gambling authority as unsuitable to be associated with gaming, denied a gaming license in any jurisdiction or been subject to a suspension or revocation of a gambling license in any jurisdiction (an “Unsuitable Person").
4.14. The Administrator agrees that during the term of this Agreement it shall comply with all applicable anti-corruption, anti-money laundering and bribery rules, laws and regulations, including those governing the providing of incentives, inducements, kickbacks, gratuities or bribes and shall not do any business with a Prohibited Person.
4.2. You hereby authorize us to execute the exchange of the agreed amounts of received Virtual Assets, deduct the applicable Fees and other costs and transfer such amounts to you.
4.3. The agreed amount of received Virtual Assets to be exchanged shall be indicated on the archival records available by the link in your account.
4.4. We shall 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.
4.5.The moment of exchange of the agreed amount of received Virtual Assets into any other kind of supported Virtual Assets or Fiat shall be the moment when the Virtual Assets are received by us.
4.6.The Merchant will provide the Administrator with documents showing his organizational structure, ultimate beneficiary owner and other information described at the Administrator AML Policy and at the personal account.
4.7.Received/exchanged Funds (amounts) corresponding to the value at each of the Merchant’s accounts in the Administrator’s system (“eWallet”) will be transferred to Merchant account according to settlement period, that is seven working days.
4.8.The amount of time required to process a transfer will depend on various factors, including the performance of third parties. We make no guarantee as to when the exchanged (and not exchanged) and transferred Fiat/Virtual Asset will become available to you. All Virtual Asset exchange risks arising from any transactions will be your sole responsibility.
4.9. The Administrator will provide the Merchant archival reports of operations on a daily basis and provide the Merchant all the information regarding the Payment Transactions according to applicable law and clauses.
4.10. The Merchant is responsible for any advice from, acts of and omissions of Merchant's employees, consultants, advisors, contractors, agents, officers and directors. Merchant is responsible for the use, unauthorized use or misuse of Merchant's equipment or software.
4.11. The Merchant shall pay special attention to transactions in excess of US$ 5,000.00 (or its equivalent in any currency) in one transaction and forthwith report all suspicious transactions to the Administrator (subject to the Merchant’s compliance with its own anti-money laundering requirements).
4.12. The Merchant is responsible for the adequacy of its Funds at Merchant’s account in order to process payouts in favor of its individual customers. If the balance of the Merchant’s account is not sufficient to process payouts, Merchant should replenish the balance of Merchant account first.
4.13. The Administrator warrants and represents that neither it nor any of its principals, associates, directors or officers has/have been convicted of or pleaded guilty or nolo contendere to an offence involving fraud, corruption, or moral turpitude, has/have been identified as or affiliated with a person designated as a terrorist, or associated with terrorism, bribery or money laundering pursuant to any law or regulation promulgated thereunder (a “Prohibited Person”); or has/have never been identified by any gambling authority as unsuitable to be associated with gaming, denied a gaming license in any jurisdiction or been subject to a suspension or revocation of a gambling license in any jurisdiction (an “Unsuitable Person").
4.14. The Administrator agrees that during the term of this Agreement it shall comply with all applicable anti-corruption, anti-money laundering and bribery rules, laws and regulations, including those governing the providing of incentives, inducements, kickbacks, gratuities or bribes and shall not do any business with a Prohibited Person.
5. Eligibility and obligations
5.1 You are permitted to use our Services if you comply with all the following criteria:
5.1.1 you have the capacity to enter into and be bound by these General Terms and any other document related thereto;
5.1.2 in case of legal representation, you are duly authorized to enter a contractual relationship with us based on these General Terms on behalf of the person you are representing;
5.1.3 in case of a natural person, you are of the age of full legal capacity and reside in a country in which our Services are legally accessible;
5.1.4 in the case of a legal person, it is duly established and operates in a country in which our Services are legally accessible;
5.1.5 your financial status allows you to accept the risks relating to Virtual Assets;
5.1.6 you have provided accurate and complete information and documents requested by us to verify your identity;
5.1.7 we are satisfied with the outcome of any identity, fraud, and background checks including all other money laundering and terrorist financing checks which we will conduct in relation to you at any time during the term of your relationship with us;
5.1.8 you have created an Account in the SWC-PAY System in a predefined manner;
5.1.9 you do not use/intend to use the SWC-PAY System for anything that is unlawful, malicious or that could disable, overburden, or impair the proper working of our platform or may hurt our reputation or otherwise pose any threat to us; at all times you comply with the General Terms and individual agreements thereof as well as all applicable laws and regulations.
5.1.1 you have the capacity to enter into and be bound by these General Terms and any other document related thereto;
5.1.2 in case of legal representation, you are duly authorized to enter a contractual relationship with us based on these General Terms on behalf of the person you are representing;
5.1.3 in case of a natural person, you are of the age of full legal capacity and reside in a country in which our Services are legally accessible;
5.1.4 in the case of a legal person, it is duly established and operates in a country in which our Services are legally accessible;
5.1.5 your financial status allows you to accept the risks relating to Virtual Assets;
5.1.6 you have provided accurate and complete information and documents requested by us to verify your identity;
5.1.7 we are satisfied with the outcome of any identity, fraud, and background checks including all other money laundering and terrorist financing checks which we will conduct in relation to you at any time during the term of your relationship with us;
5.1.8 you have created an Account in the SWC-PAY System in a predefined manner;
5.1.9 you do not use/intend to use the SWC-PAY System for anything that is unlawful, malicious or that could disable, overburden, or impair the proper working of our platform or may hurt our reputation or otherwise pose any threat to us; at all times you comply with the General Terms and individual agreements thereof as well as all applicable laws and regulations.
6. Representations and Warranties
6.1 By accepting these General Terms (concluding an individual agreement for the provision of our Services), you:
6.1.1 confirm that you are eligible to use our Services by complying with the criteria listed in section 5.
6.1.2 confirm that you have read these General Terms; commit to be bound by these General Terms.
6.1.3 agree and acknowledge that any and all actions (transactions) performed by using your Account in the SWC-PAY and related to the conclusion and implementation of the Virtual Asset Purchase and Sale Agreements, the use of our other services and/or discharge of other provisions of the General Terms shall be valid and causing the same legal effects as the actions (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.
6.1.4 confirm that you have enough knowledge relating to Virtual Assets to use our Services, and understand that you are solely responsible for determining the nature, potential value, suitability, risks, and appropriateness of our Services.
6.1.5 confirm that any Virtual Asset or Fiat involved by you in an exchange transaction is owned by you and is derived from legitimate sources.
6.1.6 confirm that we have not advised you, nor individually recommended to you, to you to use our Services, excluding any advertisement of our Services; confirm to notify us immediately, no later than within 10 (ten) calendar days, of any changes to any information you have provided to us in connection with these General Terms and/or of any circumstances that have or are likely to have a negative impact on the due discharge of your obligations to us and/or of any circumstances that are material for the performance of these General Terms and all individual agreements thereof e. g. names of authorized persons, your name/title, code, place of residence/registered office address, place and nature of business, email address, shareholders’ structure, restructuring, bankruptcy or liquidation proceedings, etc. At the request of the Company, you must also submit any documents (originals, duly certified paper copies or scanned copies) supporting such changes in information or circumstances, irrespective of whether such information or documents have been provided to public registers; commit to integrate on your website and/or system a standard disclaimer for purchasers and make sure that Your Clients expressly confirm their acquaintance with said disclaimer prior to making any payment and/or donation to you, where you decide to integrate our platform, any part thereof, such as application programming interfaces (APIs) and/or plug-ins on your website and/or system.
6.1.7 confirm and understand that financial regulations, financial codes, financial ethics and contractual requirements vary worldwide, and it is your responsibility to make sure that you comply with any and all local regulations, directives, restrictions and laws in your local place of residence before using our Services; confirm that your use of our Services does not violate any applicable laws or regulations of any jurisdiction that applies to you.
6.1.8 confirm and understand that if the Merchant or any of its representatives fails to submit the required data and is unresponsive and/or submits incomplete data or if the data is incorrect, or its representative avoids submitting the data required for establishing its identity, conceals the identity of the Beneficial Owner or avoids submitting the information required for establishing the identity of the Beneficial Owner, or the submitted data is insufficient for this purpose Company can refuse to provide services or establish/continue business relationship.
6.2 By accepting these General Terms, you represent and warrant that all of the above is true and accurate on the day of acceptance of these General Terms (conclusion of the individual agreement for the provision of our Services) and shall remain true and accurate until you cease to use our Services.
6.3 For the avoidance of doubt, representations and warranties are personal statements or assurances given by you which we will rely on when we provide our Services to you.
6.4 To the extent permitted by law we do not warrant the reliability, availability, accuracy or completeness of information on the SWC-PAY. All information is provided “as is” without warranty of any kind, express or implied. 6.5 We do not warrant that the functions contained in SWC-PAY will meet your requirements or that the operations of the SWC-PAY will be uninterrupted or error free.
6.1.1 confirm that you are eligible to use our Services by complying with the criteria listed in section 5.
6.1.2 confirm that you have read these General Terms; commit to be bound by these General Terms.
6.1.3 agree and acknowledge that any and all actions (transactions) performed by using your Account in the SWC-PAY and related to the conclusion and implementation of the Virtual Asset Purchase and Sale Agreements, the use of our other services and/or discharge of other provisions of the General Terms shall be valid and causing the same legal effects as the actions (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.
6.1.4 confirm that you have enough knowledge relating to Virtual Assets to use our Services, and understand that you are solely responsible for determining the nature, potential value, suitability, risks, and appropriateness of our Services.
6.1.5 confirm that any Virtual Asset or Fiat involved by you in an exchange transaction is owned by you and is derived from legitimate sources.
6.1.6 confirm that we have not advised you, nor individually recommended to you, to you to use our Services, excluding any advertisement of our Services; confirm to notify us immediately, no later than within 10 (ten) calendar days, of any changes to any information you have provided to us in connection with these General Terms and/or of any circumstances that have or are likely to have a negative impact on the due discharge of your obligations to us and/or of any circumstances that are material for the performance of these General Terms and all individual agreements thereof e. g. names of authorized persons, your name/title, code, place of residence/registered office address, place and nature of business, email address, shareholders’ structure, restructuring, bankruptcy or liquidation proceedings, etc. At the request of the Company, you must also submit any documents (originals, duly certified paper copies or scanned copies) supporting such changes in information or circumstances, irrespective of whether such information or documents have been provided to public registers; commit to integrate on your website and/or system a standard disclaimer for purchasers and make sure that Your Clients expressly confirm their acquaintance with said disclaimer prior to making any payment and/or donation to you, where you decide to integrate our platform, any part thereof, such as application programming interfaces (APIs) and/or plug-ins on your website and/or system.
6.1.7 confirm and understand that financial regulations, financial codes, financial ethics and contractual requirements vary worldwide, and it is your responsibility to make sure that you comply with any and all local regulations, directives, restrictions and laws in your local place of residence before using our Services; confirm that your use of our Services does not violate any applicable laws or regulations of any jurisdiction that applies to you.
6.1.8 confirm and understand that if the Merchant or any of its representatives fails to submit the required data and is unresponsive and/or submits incomplete data or if the data is incorrect, or its representative avoids submitting the data required for establishing its identity, conceals the identity of the Beneficial Owner or avoids submitting the information required for establishing the identity of the Beneficial Owner, or the submitted data is insufficient for this purpose Company can refuse to provide services or establish/continue business relationship.
6.2 By accepting these General Terms, you represent and warrant that all of the above is true and accurate on the day of acceptance of these General Terms (conclusion of the individual agreement for the provision of our Services) and shall remain true and accurate until you cease to use our Services.
6.3 For the avoidance of doubt, representations and warranties are personal statements or assurances given by you which we will rely on when we provide our Services to you.
6.4 To the extent permitted by law we do not warrant the reliability, availability, accuracy or completeness of information on the SWC-PAY. All information is provided “as is” without warranty of any kind, express or implied. 6.5 We do not warrant that the functions contained in SWC-PAY will meet your requirements or that the operations of the SWC-PAY will be uninterrupted or error free.
7. Access to the Services
7.1 To get access to our Services, you must provide us with the information and documents requested by us.
7.2 In case of legal representation, the representative should provide us with the same information and documents about himself/herself as a natural person. In addition, the representative should provide us with documents proving his/her authorizations.
7.3 In case of a legal person, the representative shall also provide us with information about the director of a legal entity.
7.4 We will review and assess information and/or documents submitted to us by you. Upon assessment of the information and documents obtained, access to our Services will be granted and you will be able to start using our Services unless we will conclude that you are not eligible to gain access to our Services. Login to your Account requires your e-mail address and long-term password (if the one-time password option is enabled, you will need to enter the one-time password as well).
7.5 The e-mail address specified by you during the creation of your Account and intended for your identification and login to your Account shall be valid throughout the entire period of validity of your Account. If needed (upon your request) and upon satisfactory compliance with our request for documents and information from you, we can change your e-mail address manually.
7.2 In case of legal representation, the representative should provide us with the same information and documents about himself/herself as a natural person. In addition, the representative should provide us with documents proving his/her authorizations.
7.3 In case of a legal person, the representative shall also provide us with information about the director of a legal entity.
7.4 We will review and assess information and/or documents submitted to us by you. Upon assessment of the information and documents obtained, access to our Services will be granted and you will be able to start using our Services unless we will conclude that you are not eligible to gain access to our Services. Login to your Account requires your e-mail address and long-term password (if the one-time password option is enabled, you will need to enter the one-time password as well).
7.5 The e-mail address specified by you during the creation of your Account and intended for your identification and login to your Account shall be valid throughout the entire period of validity of your Account. If needed (upon your request) and upon satisfactory compliance with our request for documents and information from you, we can change your e-mail address manually.
8. Security
8.1. It is your sole responsibility to keep your Account login information and passwords safe. If you pass on your login information and/or passwords (long-term and/or one-time) to any third party, loose this information or such information becomes otherwise accessible to any third party, you are fully responsible for any possible adverse consequences.
8.2 We may stop or suspend the use of our platform if we have reasonable grounds for doing so relating to the security of the SWC-PAY or the suspected, unauthorized or fraudulent use of our platform. We shall not be held liable for your losses incurred as a result of blocking your access to Administrator and shall not pay to you any penalty.
8.3. We reserve the right to require a change of your Account’s long-term password at any time by giving emailed notice to you.
8.2 We may stop or suspend the use of our platform if we have reasonable grounds for doing so relating to the security of the SWC-PAY or the suspected, unauthorized or fraudulent use of our platform. We shall not be held liable for your losses incurred as a result of blocking your access to Administrator and shall not pay to you any penalty.
8.3. We reserve the right to require a change of your Account’s long-term password at any time by giving emailed notice to you.
9. Registration processes
9.1 To use our payment processing and exchange Services you should register at least one Place of Settlement in the SWC-PAY. Places of Settlement are linked to a specific Account in our platform.
9.2 Your list of the Places of Settlement may be any time adjusted (supplemented, changed, eliminated) upon logging in to our platform and making relevant adjustments.
9.3 We hereby reserve the right to limit the number of Places of Settlement linked to one Account registered in the SWC-PAY. Collecting Virtual Assets on your behalf.
9.5 Having registered at least one Place of Settlement, you will be able to receive Virtual Assets from Your Clients as well as exchange those Virtual Assets into Fiat or another kind of Virtual Asset.
9.6 You authorize us to receive Virtual Assets, temporary hold, exchange and disburse them, as well as deduct the applicable Fees and other costs on your behalf, and to take any and all actions that we find necessary or desirable to provide our Services to you and to comply with any applicable law and these General Terms.
9.7 Payments/donations by Your Client to us will be considered the same as payments/donations made directly to you. We collect Virtual Assets to your Account exclusively for you and on behalf of you. You remain the owner of Virtual Assets that we hold for you and on behalf of you.
9.8 Without prejudice to the General Terms, we shall not control, monitor, assess, authorize and/or supervise your activities and/or sales/purchases/donations. The foregoing does not preclude us from exercising our right to suspend, restrict or terminate the provision of Services to you at any time pursuant the General Terms as well as to refuse to complete, block or reverse a transaction initiated by Your Client if we reasonably believe that it violates these General Terms or there are other circumstances that may infringe our, our other Merchants, our traders, purchasers, our users or the public’s legitimate interests.
9.9 In relation to payments and/or donations in Virtual Assets made to you, any legal relations are between you as a Merchant and Your Client making a payment/donation. We are not a party to relations between you as a Merchant and Your Client making payments/donations in Virtual Assets. 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 and/or a payment and/or a donation, or a purchase related to relation between you as a Merchant and Your Client. Any disputes between you as a Merchant and Your Client shall be resolved exclusively between you as a Merchant and Your Client.
9.2 Your list of the Places of Settlement may be any time adjusted (supplemented, changed, eliminated) upon logging in to our platform and making relevant adjustments.
9.3 We hereby reserve the right to limit the number of Places of Settlement linked to one Account registered in the SWC-PAY. Collecting Virtual Assets on your behalf.
9.5 Having registered at least one Place of Settlement, you will be able to receive Virtual Assets from Your Clients as well as exchange those Virtual Assets into Fiat or another kind of Virtual Asset.
9.6 You authorize us to receive Virtual Assets, temporary hold, exchange and disburse them, as well as deduct the applicable Fees and other costs on your behalf, and to take any and all actions that we find necessary or desirable to provide our Services to you and to comply with any applicable law and these General Terms.
9.7 Payments/donations by Your Client to us will be considered the same as payments/donations made directly to you. We collect Virtual Assets to your Account exclusively for you and on behalf of you. You remain the owner of Virtual Assets that we hold for you and on behalf of you.
9.8 Without prejudice to the General Terms, we shall not control, monitor, assess, authorize and/or supervise your activities and/or sales/purchases/donations. The foregoing does not preclude us from exercising our right to suspend, restrict or terminate the provision of Services to you at any time pursuant the General Terms as well as to refuse to complete, block or reverse a transaction initiated by Your Client if we reasonably believe that it violates these General Terms or there are other circumstances that may infringe our, our other Merchants, our traders, purchasers, our users or the public’s legitimate interests.
9.9 In relation to payments and/or donations in Virtual Assets made to you, any legal relations are between you as a Merchant and Your Client making a payment/donation. We are not a party to relations between you as a Merchant and Your Client making payments/donations in Virtual Assets. 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 and/or a payment and/or a donation, or a purchase related to relation between you as a Merchant and Your Client. Any disputes between you as a Merchant and Your Client shall be resolved exclusively between you as a Merchant and Your Client.
10. Termination and refund
10.1. The Merchant shall be entitled to terminate this Agreement:
- upon written notice to the Administrator in case of material breach of this Agreement by the Administrator and the breach is not remedied within thirty (30) days from written notice thereof;
- immediately upon written notice to the Administrator and without liability if:
a)the Administrator should become bankrupt or insolvent, have a receiver, trustee, administrator or liquidator appointed to it, a petition for an administrative order is presented against it or other actions are taken against it indicating an inability to fully trade or a compound with its creditors;
b) the Administrator or any of its principals or associates becomes a Prohibited Person;
If the Merchant does not wish to accept any change imposed by the Administrator under clauses and Conditions, the Merchant shall be entitled to terminate this Agreement on written notice to the Administrator before the change takes effect.
10.2 You authorize us to process refund requests and issue refunds on your behalf from your Account. We reserve the right, without any explanation or reason, to not issue a refund.
10.3. In case of underpayment, Your Client can request a refund provided that his/her/its order to you are not marked as “paid” within our System.
10.4. In case of overpayment, Your Client can request only a refund of an overpaid amount.
10.5 We reserve the right to establish the minimum amount that can be refunded on your behalf. If the amount requested is lower than the minimum refundable amount, we reserve the right to not issue the refund.
10.6. Any requests for refunds can be made to us until we decide to transfer the refundable amounts to you. If no requests for refunds are received by us until we decide to transfer the refundable amounts to you, we will transfer the refundable amounts to you and from that moment you will be fully responsible for any refunds to Your Clients.
10.7. We may charge Refund Fees and deduct other costs for processing refunds on your behalf as indicated below:
10.7.1. The issuance fee is a per-transaction fee, paid by the Merchant in order to execute transactions between the Merchant and purchaser in the SWC-PAY system. The issuance fee is deducted automatically from the balance. The issuance is a flat fee of 0.25 USDT for each transaction. 10.7.2 The conversion fee is paid by the Merchant in order to execute transactions between the Merchant and purchaser, in different virtual currency from which is deposited/ collected in your Account. The conversion fee is applicable to any transaction that converts one virtual currency to another as part of a transaction from the total transaction amount. The conversion fee is a variable fee set as 0.1% of the total transaction amount.
10.8.The issuance and conversion fees can be applied synchronously.
- upon written notice to the Administrator in case of material breach of this Agreement by the Administrator and the breach is not remedied within thirty (30) days from written notice thereof;
- immediately upon written notice to the Administrator and without liability if:
a)the Administrator should become bankrupt or insolvent, have a receiver, trustee, administrator or liquidator appointed to it, a petition for an administrative order is presented against it or other actions are taken against it indicating an inability to fully trade or a compound with its creditors;
b) the Administrator or any of its principals or associates becomes a Prohibited Person;
If the Merchant does not wish to accept any change imposed by the Administrator under clauses and Conditions, the Merchant shall be entitled to terminate this Agreement on written notice to the Administrator before the change takes effect.
10.2 You authorize us to process refund requests and issue refunds on your behalf from your Account. We reserve the right, without any explanation or reason, to not issue a refund.
10.3. In case of underpayment, Your Client can request a refund provided that his/her/its order to you are not marked as “paid” within our System.
10.4. In case of overpayment, Your Client can request only a refund of an overpaid amount.
10.5 We reserve the right to establish the minimum amount that can be refunded on your behalf. If the amount requested is lower than the minimum refundable amount, we reserve the right to not issue the refund.
10.6. Any requests for refunds can be made to us until we decide to transfer the refundable amounts to you. If no requests for refunds are received by us until we decide to transfer the refundable amounts to you, we will transfer the refundable amounts to you and from that moment you will be fully responsible for any refunds to Your Clients.
10.7. We may charge Refund Fees and deduct other costs for processing refunds on your behalf as indicated below:
10.7.1. The issuance fee is a per-transaction fee, paid by the Merchant in order to execute transactions between the Merchant and purchaser in the SWC-PAY system. The issuance fee is deducted automatically from the balance. The issuance is a flat fee of 0.25 USDT for each transaction. 10.7.2 The conversion fee is paid by the Merchant in order to execute transactions between the Merchant and purchaser, in different virtual currency from which is deposited/ collected in your Account. The conversion fee is applicable to any transaction that converts one virtual currency to another as part of a transaction from the total transaction amount. The conversion fee is a variable fee set as 0.1% of the total transaction amount.
10.8.The issuance and conversion fees can be applied synchronously.
11. The Administrator’s Remuneration
11.1. The Administrator’s remuneration shall be calculated in accordance with the fees and exchange rates, which are provided on our Website and are applicable at the moment when a particular transaction is carried out.
11.2. In addition, an outgoing fee is applicable, to all payments, and is paid when Merchant makes transfer virtual currencies from one wallet to another by the specific cryptocurrency protocol. The applicable fee for each virtual currency is available on our Website.
11.3. The Fee and exchange rates have deemed the part of these Terms.
11.4. The Fee and exchange rates 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.
11.5. If you owe us any Fees or any other amounts, we will take the respective Fees/amounts you owe us from the Virtual Assets/Fiat we process on your behalf on the due date without your instruction. You hereby authorize us to deduct said Fees/amounts on your behalf.
11.6. Please ensure that the required Fees/amounts due from you are available to us on the due date. If you do not have enough Virtual Assets/Fiat to pay the Fees or any other amounts due, we reserve the right to suspend the provision of our Services to you until such Fees/amounts due will be paid to us.
11.2. In addition, an outgoing fee is applicable, to all payments, and is paid when Merchant makes transfer virtual currencies from one wallet to another by the specific cryptocurrency protocol. The applicable fee for each virtual currency is available on our Website.
11.3. The Fee and exchange rates have deemed the part of these Terms.
11.4. The Fee and exchange rates 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.
11.5. If you owe us any Fees or any other amounts, we will take the respective Fees/amounts you owe us from the Virtual Assets/Fiat we process on your behalf on the due date without your instruction. You hereby authorize us to deduct said Fees/amounts on your behalf.
11.6. Please ensure that the required Fees/amounts due from you are available to us on the due date. If you do not have enough Virtual Assets/Fiat to pay the Fees or any other amounts due, we reserve the right to suspend the provision of our Services to you until such Fees/amounts due will be paid to us.
12. Limitation of Liability
12.1. Neither the Administrator nor any of its officers, directors, managers, principals, shareholders, partners, members, employees, agents, representatives and Affiliates (each a "Related Party" and, collectively, the "Related Parties") shall be liable to the Merchant or any of its Affiliates for any loss, liability, damage or expense arising out of or in connection with the performance of any Services contemplated by this Agreement, unless such loss, liability, damage or expense shall be proven to result directly from the wilful misconduct of such person. In no event will the Administrator or any of its Related Parties be liable to the Merchant for special, indirect, punitive or consequential damages, including, without limitation, loss of profits or lost business, even if Administrator has been advised of the possibility of such damages. Under no circumstances will the liability of Administrator and Related Parties exceed, in the aggregate, the fees actually paid to Service Provider hereunder.
12.2. The Merchant’s total liability in any period of 12 months for any damages and/or loss suffered by the Administrator under this Agreement shall not exceed a sum equal to the fees payable by the Merchant to the Administrator in the 12 months preceding the date on which the cause of action arose.
12.3. Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury arising from its negligence.
12.4. At the moment of establishing a business relationship with us and/or before and/or after the execution of any particular transaction in a Virtual Asset/Fiat, we shall have the right to demand from you any documents and/or information, including, but not limited to those confirming the legal grounds as well as sources (origin) of your funds and other assets and the purpose and planned nature of your business relationships with us, the nature of business and management (shareholding) structure of a legal entity you represent, beneficial owners and/or other documents and information to the extent necessary for us to adequately fulfill the requirements of relevant legal acts in the field of AML.
12.5. We shall have the right to restrict or terminate the provision of our Services if, before and/or after the execution of any particular transaction in a Virtual Asset/Fiat, you do not submit to us or avoid, or refuse to submit to us the requested documents and/or information, or conceal the requested documents and/or information, or provide incorrect or incomplete requested information, or otherwise fail to comply with any other instructions we give.
12.6. We shall have the right to verify the information provided by you using reliable and independent sources of information and other lawful methods.
12.2. The Merchant’s total liability in any period of 12 months for any damages and/or loss suffered by the Administrator under this Agreement shall not exceed a sum equal to the fees payable by the Merchant to the Administrator in the 12 months preceding the date on which the cause of action arose.
12.3. Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury arising from its negligence.
12.4. At the moment of establishing a business relationship with us and/or before and/or after the execution of any particular transaction in a Virtual Asset/Fiat, we shall have the right to demand from you any documents and/or information, including, but not limited to those confirming the legal grounds as well as sources (origin) of your funds and other assets and the purpose and planned nature of your business relationships with us, the nature of business and management (shareholding) structure of a legal entity you represent, beneficial owners and/or other documents and information to the extent necessary for us to adequately fulfill the requirements of relevant legal acts in the field of AML.
12.5. We shall have the right to restrict or terminate the provision of our Services if, before and/or after the execution of any particular transaction in a Virtual Asset/Fiat, you do not submit to us or avoid, or refuse to submit to us the requested documents and/or information, or conceal the requested documents and/or information, or provide incorrect or incomplete requested information, or otherwise fail to comply with any other instructions we give.
12.6. We shall have the right to verify the information provided by you using reliable and independent sources of information and other lawful methods.
13. Others
13.1. We shall have a right to amend these General Terms unilaterally by publishing the amended General Terms on our Website. The amendment of the General Terms shall come into force in 10 (ten) calendar days upon their publication on our Website.
13.2. 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. If you object by emailed notice to any proposed amendment in a timely manner, as mentioned in these General Terms, you shall have a right to terminate these General Terms by submitting an emailed notice of such termination.
13.3. If you do not notify us of the termination of these General Terms as specified under proposed amendments to the General Terms shall come into effect from the date specified in these terms.
13.4. 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.
13.5. These General Terms shall come into force on the date when both Parties conclude the respective individual agreement for the provision of Services and shall remain in force until terminated in accordance with the procedure provided herein.
13.6. We shall have a right to terminate these General Terms unilaterally (without applying to court) at any time and for any reason by giving you not less than 10 (ten) calendar days’ emailed notice.
13.7. We shall have a right to suspend or restrict the provision of our Services and/or suspend fulfillment of concluded Virtual Asset Purchase and Sale Agreement and/or repudiate from concluded Virtual Asset Purchase and Sale Agreement and/or refuse to complete, block or reverse a transaction initiated by you (even when funds are already debited), or terminate these General Terms unilaterally (without applying to court) where so required by legal acts and/or by any competent authority(-ies) with jurisdiction over our activities. The relevant measure shall be applied within a period established under such legal acts or established by the relevant competent authority(-ies). In case such legal acts and/or supervisory authority does not specify a relevant period, then a relevant period shall be determined at our own discretion.
13.8. We shall have a right to suspend or restrict the provision of our Services and/or suspend fulfillment of concluded Virtual Asset Purchase and Sale Agreement and/or repudiate from concluded Virtual Asset Purchase and Sale Agreement and/or refuse to complete, block or reverse a transaction initiated by you (even when funds are already debited), or terminate these General Terms unilaterally (without applying to court) and immediately due to any of the following significant reasons: The Merchant while using the Services and/or when performing the General Terms and individual agreements thereof provides to the Company incorrect and/or incomplete and/or misleading information or documents, or does not provide, conceals, avoids, or refuses to provide any required information or documents to the Company, or submits documents where the veracity or authenticity is in doubt, or the submitted documents and/or information are not in conformity with requirements established by legal acts and/or the Company; the Merchant fails to provide sufficient evidence and/or documents supporting the lawful basis of the acquisition and/or the source (origin) of funds and/or other assets and/or any previously (currently) performed transactions, and/or avoids or refuses to provide the aforementioned evidence and/or documents; and/or there are other circumstances that indicate the Merchant is related to money laundering and/or terrorist financing; the Merchant fails to notify the Company about changes in the information provided to the Company and/or about the circumstances which have or are likely to have a negative impact on the due discharge of the Merchant’s obligations to the Company and/or of any circumstances that are material for the performance of these General Terms and all individual agreements thereof and/or, upon Company’s request, fails to submit the documents supporting such information or circumstances, as described in these General Terms; at the request of the Company, the Merchant fails to submit the data about his/her/its financial condition, if such data is necessary for the Company for the assessment of risk on the Merchant’s solvency or fulfillment of obligations, management of the Merchant’s debt to the Company and/or provision of other services;
- the Company has valid information that the Merchant is unreliable; the Merchant has defaulted on his/her obligations assumed and/or representations and warranties made under these General Terms and/or individual agreements concluded with the Company and/or to other creditors and/or no longer meets the eligibility requirements,
- the Merchant by his/her/its unlawful acts has inflicted losses on the Company and/or has caused a real threat of such losses and/or damaged the reputation of the Company.
13.2. 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. If you object by emailed notice to any proposed amendment in a timely manner, as mentioned in these General Terms, you shall have a right to terminate these General Terms by submitting an emailed notice of such termination.
13.3. If you do not notify us of the termination of these General Terms as specified under proposed amendments to the General Terms shall come into effect from the date specified in these terms.
13.4. 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.
13.5. These General Terms shall come into force on the date when both Parties conclude the respective individual agreement for the provision of Services and shall remain in force until terminated in accordance with the procedure provided herein.
13.6. We shall have a right to terminate these General Terms unilaterally (without applying to court) at any time and for any reason by giving you not less than 10 (ten) calendar days’ emailed notice.
13.7. We shall have a right to suspend or restrict the provision of our Services and/or suspend fulfillment of concluded Virtual Asset Purchase and Sale Agreement and/or repudiate from concluded Virtual Asset Purchase and Sale Agreement and/or refuse to complete, block or reverse a transaction initiated by you (even when funds are already debited), or terminate these General Terms unilaterally (without applying to court) where so required by legal acts and/or by any competent authority(-ies) with jurisdiction over our activities. The relevant measure shall be applied within a period established under such legal acts or established by the relevant competent authority(-ies). In case such legal acts and/or supervisory authority does not specify a relevant period, then a relevant period shall be determined at our own discretion.
13.8. We shall have a right to suspend or restrict the provision of our Services and/or suspend fulfillment of concluded Virtual Asset Purchase and Sale Agreement and/or repudiate from concluded Virtual Asset Purchase and Sale Agreement and/or refuse to complete, block or reverse a transaction initiated by you (even when funds are already debited), or terminate these General Terms unilaterally (without applying to court) and immediately due to any of the following significant reasons: The Merchant while using the Services and/or when performing the General Terms and individual agreements thereof provides to the Company incorrect and/or incomplete and/or misleading information or documents, or does not provide, conceals, avoids, or refuses to provide any required information or documents to the Company, or submits documents where the veracity or authenticity is in doubt, or the submitted documents and/or information are not in conformity with requirements established by legal acts and/or the Company; the Merchant fails to provide sufficient evidence and/or documents supporting the lawful basis of the acquisition and/or the source (origin) of funds and/or other assets and/or any previously (currently) performed transactions, and/or avoids or refuses to provide the aforementioned evidence and/or documents; and/or there are other circumstances that indicate the Merchant is related to money laundering and/or terrorist financing; the Merchant fails to notify the Company about changes in the information provided to the Company and/or about the circumstances which have or are likely to have a negative impact on the due discharge of the Merchant’s obligations to the Company and/or of any circumstances that are material for the performance of these General Terms and all individual agreements thereof and/or, upon Company’s request, fails to submit the documents supporting such information or circumstances, as described in these General Terms; at the request of the Company, the Merchant fails to submit the data about his/her/its financial condition, if such data is necessary for the Company for the assessment of risk on the Merchant’s solvency or fulfillment of obligations, management of the Merchant’s debt to the Company and/or provision of other services;
- the Company has valid information that the Merchant is unreliable; the Merchant has defaulted on his/her obligations assumed and/or representations and warranties made under these General Terms and/or individual agreements concluded with the Company and/or to other creditors and/or no longer meets the eligibility requirements,
- the Merchant by his/her/its unlawful acts has inflicted losses on the Company and/or has caused a real threat of such losses and/or damaged the reputation of the Company.
14. Concluding provisions
14.1. Merchant's representations and warranties. Upon signing the Agreement, and each time Merchant submits a Payment Transaction, Merchant represents and warrants that:
a. Merchant has abided by this Merchant Agreement and all applicable Rules with regard to the Payment Transaction;
b. Each statement made herewith was true as of the date Merchant signed this Agreement;
c. There have been no materially adverse changes in information provided herewith or in Merchant's financial condition, or management;
d. Merchant does not do business under a trade name or style not previously disclosed in writing, and there has been no change in the nature of Merchant's business or the product lines that Merchant sells not previously disclosed;
e. The Payment Transaction is genuine and arises from a bona fide sale of merchandise or services by Merchant, the merchandise or services have been fully delivered or performed, and the Payment Transaction represents a valid obligation for the amount shown on the Transaction Data and does not involve the use of the Payment Instrument for any other purpose;
f. There are no liens or other encumbrances on the Payment Transaction, and Merchant has the authority to convey the Payment Transaction for processing;
g. The Payment Transaction is not subject to any dispute, set-off or counterclaim;
h. The Payment Transaction has not been previously presented for processing unless allowed by the Rules;
i. Each statement on the Transaction Data is true, and Merchant has no knowledge of facts that would impair the validity or collectability of the amount of the Payment Transaction;
j. The person who executes the Application on behalf of the Merchant has the full power and authority to execute the Application and to enter into this Merchant Agreement;
k. The Transaction Data is free from any material alteration not authorized by the Customer.
l. Merchant has not disbursed or advance any cash to the Customer (except as authorized by the Rules) or itself or to any of its representatives, agents, or employees in connection with the Payment Transaction, nor has Merchant accepted payment for effecting credits to a Customer.
m. The goods or services related to each Payment Transaction are Merchant’s property or Merchant has the legal right to sell them.
n. Merchant has made no representation or agreement for the issuance of refunds except as stated in Merchant’s refund policy, which has been previously submitted to Processor in writing and which is available to the Customer.
o. Any Payment Transaction submitted to Processor to credit a Customer’s Settlement Account represents a refund for a Payment Transaction previously submitted to Processor.
14.2. This Agreement is an adhesion contract, terms of which are determined by the Administrator in the Terms of Use. These General Terms and any disputes or claims arising out of or in connection with these General Terms or their subject matter or formation (including noncontractual disputes or claims) are governed by, and construed in accordance with, the laws of the Republic of Poland.
14.3. Only the courts in Vilnius, the Republic of Poland, shall have jurisdiction over any legal disputes.
14.4. No provisions of these General Terms shall be enforceable by any other person other than you and us.
14.5. Even if we delay in enforcing under these General Terms and agreements thereof, we retain the right to enforce it later. If we do not insist immediately that you do anything you are required to do under these General Terms or individual agreements thereof, or if we delay in taking steps against you in respect of your breach of these General Terms, that will not mean that you do not have to do those things and it will not prevent us from taking steps against you at a later date. For example, if you miss a payment and we continue to fulfill these General Terms and agreements thereof, we can still require you to make the payment at a later date.
14.6. The Parties are independent contractors and nothing in the General Terms and/or individual agreements thereof shall make the Parties joint venturers, partners, employees, agents or other representatives of the other Party. Neither Party shall make any representation that suggests otherwise.
14.7. If a court finds part of these General Terms illegal, the rest will continue in force. Each of the sections of these General Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sections will remain in full force and effect.
14.8. This is our entire agreement with you. These General Terms and any documents referred to in them, constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
14.9. The Parties may agree on additional conditions which are not provided in these General Terms, by a separate written agreement. Such agreement shall become an integral part of these General Terms.
14.10. You need our written consent to transfer your rights and obligations under these General Terms and/or individual agreements thereof, including, but not limited to, to transfer your Account access or rights to your Account, to any third person.
14.11. We reserve the right to assign our rights and obligations arising out of these General Terms and/or individual agreements thereof to third parties at any time without your consent if such transfer of rights and obligations does not contradict the legislation.
If you have any questions about this Service agreement, please contact us at support@swcpay.com.
a. Merchant has abided by this Merchant Agreement and all applicable Rules with regard to the Payment Transaction;
b. Each statement made herewith was true as of the date Merchant signed this Agreement;
c. There have been no materially adverse changes in information provided herewith or in Merchant's financial condition, or management;
d. Merchant does not do business under a trade name or style not previously disclosed in writing, and there has been no change in the nature of Merchant's business or the product lines that Merchant sells not previously disclosed;
e. The Payment Transaction is genuine and arises from a bona fide sale of merchandise or services by Merchant, the merchandise or services have been fully delivered or performed, and the Payment Transaction represents a valid obligation for the amount shown on the Transaction Data and does not involve the use of the Payment Instrument for any other purpose;
f. There are no liens or other encumbrances on the Payment Transaction, and Merchant has the authority to convey the Payment Transaction for processing;
g. The Payment Transaction is not subject to any dispute, set-off or counterclaim;
h. The Payment Transaction has not been previously presented for processing unless allowed by the Rules;
i. Each statement on the Transaction Data is true, and Merchant has no knowledge of facts that would impair the validity or collectability of the amount of the Payment Transaction;
j. The person who executes the Application on behalf of the Merchant has the full power and authority to execute the Application and to enter into this Merchant Agreement;
k. The Transaction Data is free from any material alteration not authorized by the Customer.
l. Merchant has not disbursed or advance any cash to the Customer (except as authorized by the Rules) or itself or to any of its representatives, agents, or employees in connection with the Payment Transaction, nor has Merchant accepted payment for effecting credits to a Customer.
m. The goods or services related to each Payment Transaction are Merchant’s property or Merchant has the legal right to sell them.
n. Merchant has made no representation or agreement for the issuance of refunds except as stated in Merchant’s refund policy, which has been previously submitted to Processor in writing and which is available to the Customer.
o. Any Payment Transaction submitted to Processor to credit a Customer’s Settlement Account represents a refund for a Payment Transaction previously submitted to Processor.
14.2. This Agreement is an adhesion contract, terms of which are determined by the Administrator in the Terms of Use. These General Terms and any disputes or claims arising out of or in connection with these General Terms or their subject matter or formation (including noncontractual disputes or claims) are governed by, and construed in accordance with, the laws of the Republic of Poland.
14.3. Only the courts in Vilnius, the Republic of Poland, shall have jurisdiction over any legal disputes.
14.4. No provisions of these General Terms shall be enforceable by any other person other than you and us.
14.5. Even if we delay in enforcing under these General Terms and agreements thereof, we retain the right to enforce it later. If we do not insist immediately that you do anything you are required to do under these General Terms or individual agreements thereof, or if we delay in taking steps against you in respect of your breach of these General Terms, that will not mean that you do not have to do those things and it will not prevent us from taking steps against you at a later date. For example, if you miss a payment and we continue to fulfill these General Terms and agreements thereof, we can still require you to make the payment at a later date.
14.6. The Parties are independent contractors and nothing in the General Terms and/or individual agreements thereof shall make the Parties joint venturers, partners, employees, agents or other representatives of the other Party. Neither Party shall make any representation that suggests otherwise.
14.7. If a court finds part of these General Terms illegal, the rest will continue in force. Each of the sections of these General Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sections will remain in full force and effect.
14.8. This is our entire agreement with you. These General Terms and any documents referred to in them, constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
14.9. The Parties may agree on additional conditions which are not provided in these General Terms, by a separate written agreement. Such agreement shall become an integral part of these General Terms.
14.10. You need our written consent to transfer your rights and obligations under these General Terms and/or individual agreements thereof, including, but not limited to, to transfer your Account access or rights to your Account, to any third person.
14.11. We reserve the right to assign our rights and obligations arising out of these General Terms and/or individual agreements thereof to third parties at any time without your consent if such transfer of rights and obligations does not contradict the legislation.
If you have any questions about this Service agreement, please contact us at support@swcpay.com.
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