TERMS & CONDITIONS
These Terms & Conditions together with your registration and any other documents provided to you in the Software or written contract create legally binding agreement in between you and AlbusCoin (as defined below). This Agreement contains rights and obligations of the parties, reservations, liabilities and other terms of Services (as defined below). Please read the terms of this Agreement carefully before agreeing. This Agreement also emphasizes certain risks associated with the use of the Services. This Agreement is provided and concluded in English language. You agree that any use of the Services by you shall constitute your acceptance of this Agreement.
This Agreement contains our entire agreement on the subject matter hereof. No statement of any party made after conclusion shall be interpreted contrary to the provisions of this Agreement.
In the event that any provision of this Agreement is or becomes invalid, void, or unenforceable, then the invalidity, ineffectiveness or unenforceability of such provision shall not affect the validity, effectiveness and enforceability of the remaining provisions of this Agreement, unless otherwise defined by Law.
You as the Client are solely responsible for understanding and complying with all Laws, rules and regulations specific to your jurisdiction that may be applicable in connection with the use of the Services, including but not limited to, those related to export and import activities, taxes or foreign currency transactions.
Please note the following risks and key terms applicable to your use of the Services:
AML: DIRECTIVE (EU) 2015/849 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC.
FSMA: Financial Services & Markets Act 2000, as amended.
PSD: Payment Services Regulation 2009 (SI 2009/209).
EMR: Electronic Money Regulation 2011 (SI 2011/99).
Application: Software for creating payment requests and processing payments accessible at https://albuscoin.com.
Applicable Law (also Law): Laws of England and Wales. This Agreement and the relationship between us shall be governed by English law. For complaints that cannot be resolved otherwise, submission should be made to the non-exclusive jurisdiction of the English courts arising out of or in relating to this Agreement or the provision of our Services.
AlbusCoin (also Company, we, our or us): Software and the Website operated by Albuscoin Limited, a company registered in United Kingdom with company number 11119816, and registered office located at Kemp House, 160 City Road, London, providing Peer-to-peer Digital Currency processing and exchange into Fiat Currencies.
Copyright Act: English Copyright, Designs and Patents Act 1988 (the 1988 Act), as amended.
Client (also you): Merchant selling goods or services or a payment gateway operator or a payment integrator.
Business Days: Official business days in England.
Business Hours: Hours between 9am and 5pm GMT on Business Days in England.
Event Outside Control: Any act or event beyond AlbusCoin's reasonable control, including without limitation non-delivery or defective delivery of third party services necessary to provide the Services (including but not limited to those of our partners, vendors and suppliers), strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, failure of public or private telecommunications networks, world wide web unavailability or malfunction, governmental prohibition or other limitation of Peer-to-peer Digital Currencies, or seizing of infrastructure and operations of Peer-to-peer Digital Currencies.
Execution Date: Date of acceptance of this Agreement, i.e. date of registration.
Fees: Amounts billable by AlbusCoin to the Client under this Agreement.
Fiat Currency (also FC): Pounds Sterling (GBP), Czech Koruna (CZK), Euro (EUR), Polish Zloty (PLN), United Stated Dollar (USD) and other currencies expressly referred on AlbusCoin’s website.
DC Gateway: Software and technology that enables processing of Peer-to-peer Digital Currency payments and their Exchange to Fiat Currencies.
Peer-to-peer Digital Currency (also DC): An open source software-based online payment system such as AlbusCoin. Payments are recorded in a public ledger using its own unit of account and are based on a peer-to-peer protocol.
Services: Transaction processing and exchange services provided by AlbusCoin including access to Client’s management facility (AlbusCoin account);
Software: Website and the Application.
This Agreement: Either an online registration for the provision of Services that was accepted by AlbusCoin or a written contract concluded between Client and AlbusCoin that refers to these Terms & Conditions. Registration or contract and these Terms & Conditions form an entire agreement in between parties.
Transaction: Transfer of Peer-to-peer Digital Currency or reverse transfer in case of refund for cancelled sale.
Website: Website https://albuscoin.com where registration, this Agreement, Fees, Services and any other information is accessible.
PROVISION OF SERVICES
We agree to provide our Services to you for the purpose of Transaction processing through our Software. We are a DC payment processor enabling acceptance of DC as a form of payment for goods and services. You are obliged to price goods and services in FC of the respective country of sale together with chosen DC.
We do not provide services such as DC trading, DC wallet, or DC purchase. You authorize us to receive, hold and disburse funds on your behalf and to take any and all actions that we think are necessary or desirable to provide the Services and to comply with applicable Law.
NATURE OF SERVICES
Data registered in DC protocol is not considered to be receivable from another person, and any DC transaction is thus not deemed to be a monetary transaction in cash or electronic money under FSMA, Payment Services Directive or any other applicable legal statute. DC does not constitute a currency or money as defined in the English legal system.
Any DC transaction does not represent any of the payment services or non-cash foreign currency transaction listed in the FSMA.
The exchange of DC into FC does not constitute an exchange of currencies.
DCs are not considered to be investment instruments pursuant to FSMA because DC s do not have the nature of a security (or book-entry) or a derivative.
DC transactions are not provided under permission of Financial Services Authority and such transactions are not under the scope of supervision, control or any other review of FSA, Bank of England or any other regulatory office. AlbusCoin is not authorized to provide payment services under FSMA, PSD or EMR.
We are obliged to:
- provide you and your customers with invoices and payment details in DC for every authorized transaction,
- guarantee DC/FC exchange rate for specified period of time,
- process all payments received in DC within specified time.
You are obliged to:
- provide us with accurate, correct and valid payment information,
- adhere to this Agreement,
- refrain from any speculative or fraudulent transactions using DCs,
- pay fees for transactions.
The Software as specified above is subject to provisions of the Copyright Act and we own all intellectual property rights for the Software.
We provide license to you on a non-exclusive non-transferable basis for use of the Website and Application during the term of the Agreement. The remuneration for license is included in the fees charged for provision of Services. You are not allowed to grant license to any third party. The scope of license is territorially unlimited.
We are authorized to change the Website and Application or any of their parts however deemed necessary during the term of the Agreement. Any changes to the Website and Application do not constitute a change in license clause and the license is granted to the changed Software immediately after such change is adopted.
You are authorised to use AlbusCoin logos or marks only on your promotional materials and websites to indicate that AlbusCoin is a system used for acceptance of DC payments. We do not own any copyright of the AlbusCoin name, logo or brand itself and this Agreement does not authorise you to use any protected rights in this manner.
REPRESENTATION AND WARRANTIES
You hereby warrant to us that during the whole term of this Agreement your use of the Services:
- will not breach any applicable international, European or English Law or regulation or Law of country of your incorporation or residence, including applicable tax laws.
- will not relate to sales of:
- drugs, narcotics, research chemicals, medicals or any controlled substances,
- items that infringe or violate any copyright or trademark,
- items that are restricted from trade by the decision of responsible authorities,
- ammunition, firearms, explosives, weapons or knives,
- high yield programme schemes, Ponzi schemes or any other similar schemes,
- will not relate to sales of any services or goods that are fraudulent or in any way illegal or breaching rights of consumers.
You hereby warrant to us that you have the right, power and ability to enter into and to perform this Agreement and that persons acting on your behalf have the authorization to do so.
You hereby warrant to us that no transaction submitted for processing to us shall be used:
- for money laundering or any other criminal activity. Money laundering means any act which:
- constitutes an offence under section 18 (Money laundering) of the Terrorism Act 2000; or
- constitutes an offence under section 327 (Concealing etc.), section 328 (Arrangements) or section 329 (Acquisition, use and possession) of the Proceeds of Crime Act 2002; or constitutes an attempt, conspiracy or incitement to commit an offence specified in first sentence; or constitutes aiding, abetting, counselling or procuring the commission of an offence specified in first sentence; or
- would constitute an offence specified above if done in the United Kingdom,
- to split sales transactions in order to avoid or circumvent authorisation limits, i.e. two or more sales transaction receipts shall not be used for a single transaction,
- as a speculative transaction on DC/FC exchange rates.
This Agreement is an agreement for provision of Services. We disclaim all warranties including any warranty in regard to quality, suitability for a particular purpose or any service provided to the extent permitted by Law.
Notwithstanding anything in this Agreement to the contrary, shall in no event make us liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, any damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages.
We shall in no event be liable or responsible for any delays or errors in performance of the Services caused by other parties or events outside of our reasonable control.
No term of this Agreement shall be enforceable by a third party, especially by your customers.
This Agreement does not create any agency, partnership, joint venture or employment relationship between you and us. In the performance of their respective obligations hereunder, parties are independent contractors.
Neither party shall bind the other party to any contract or performance of obligation, nor shall neither party represent to any third party that it has the right to enter into a binding obligation on the other party's behalf.
ALBUSCOIN ACCOUNT REGISTRATION
You are obliged to open an account on our Website. The information you provide at the time of account opening must be accurate, valid and complete, and you must inform us in a timely fashion of any changes to such information.
We may request additional information from you (including personal details of directors, copy of director's identity documents, copy of certificate of incorporation, articles of association, commercial license or any other documents).
We reserve the right to reject your account registration, or to close your account and terminate this Agreement.
We impose daily transaction processing limits and limits on individual transactions unless specified otherwise. These transaction limits are set forth by applicable legal statutes and can only be lifted if we conduct a personal verification on you.
You agree to adhere to the transaction processing limits applicable. We may not process any transactions that overreach the limits and such refusal to process does not constitute a breach of this Agreement.
INVOICES AND RECORDS
We do not record, store or anyhow maintain data about your customers, their purchases or other specific information of your B2C or B2B transactions. You are solely responsible for keeping all records needed for fulfilling legal obligations regarding sales. If sale of an item requires any regulatory registration, you are responsible for such registration.
We may at any time demand any information mentioned in the previous paragraph and you are obliged to provide us with such information.
It is your obligation to obtain authorization from your customers to forward such information to us.
You are solely responsible for obtaining any information required from those, who purchase your goods or services. If applicable Law requires customer identity verification, you are legally obliged to do so. We will not be responsible for any failure to adequately verify identities or qualifications of your customers and in case you will not provide proof that such verification had taken place, we have the right to refuse processing of transactions or to terminate this Agreement.
You hereby acknowledge that we have full right to demand any information as specified in AML and you agree to provide such information in due time.
RIGHT TO REJECT TRANSACTION
We have an unconditional right to decline processing of any transaction if doubt exists that such transaction violates this Agreement. If we reasonably suspect that you or any third party used your AlbusCoin account for an illegal purpose, we are fully authorized by applicable legal statutes to forward information about you and your AlbusCoin account to responsible legal authorities.
RIGHT TO DEMAND IDENTIFICATION AND FURTHER INFORMATION
We may be obliged by Law to identify any persons acting on your behalf in connection with the use of the Services or specific transactions. If you refuse our request for such identification, we have the right to immediately terminate your AlbusCoin account without any consideration.
INFORMATION AND TRANSACTION SECURITY
We use several security measures designed to secure your information from accidental loss and from unauthorized access, use, alteration or disclosure. We however cannot guarantee that unauthorized persons may under some conditions gain access to your information, and you acknowledge that information is provided at your own risk, except as otherwise provided by applicable Law.
As part of the provision of Services, we may share information about you and your AlbusCoin account with third parties, including but not limited to your bank and your customers.
By mutual consent, we may publish your corporate name and logo on Website and promotional materials.
INVOICE GENERATION AND EXCHANGE RATE GUARANTEE
In order to create a payment request, you must make an instruction through the Software to collect a specific amount in DC or its equivalent in FC:
- we shall immediately fix the exchange rate and provide DC payment instructions to the payer,
- we will fix the exchange rate and guarantee the exchange rate to the payer for specified period of time that shall always be stated in the payment instructions,
- shall the payer transfer DC in specified amount within the specified time frame, we are obliged to credit the amount of DC or FC specified in the payment request to your AlbusCoin account,
- if the purchaser fails to transfer DC according to the payment instructions in the time period specified therein, we will terminate such transaction and inform you of the failure.
All our Services are provided for monetary compensation and an agreed fee is charged on every processed transaction. By accepting this Agreement, you agree with the fees specified on our Website.
PROCESSING OF PAYMENTS
We will process payments sent over DC network and post balance to your AlbusCoin account, once the payment is confirmed.
We may thus temporarily hold debits and credits on your AlbusCoin Account until they are settled to your bank account, online payment system account or DC address. We do not pay any interest on payments temporarily held.
You may receive customer payments in FC or in DC. We do not accept any responsibility for exchange rate volatility. Should you choose to receive DC, we will only transfer the amount of DC customer paid and we do not accept any responsibility for the change of DC value over time.
REVERSE PAYMENTS FOR SALES TERMINATED AFTER SETTLEMENT
If you have specific refund/exchange terms or other specific conditions for sales, your refund policy must be provided to your customers prior to the transaction itself. We will not return or refund any fees charged for transactions that were later terminated by you or your customers. We can process return of payment for any terminated transactions originally processed by us, if requested. We will only process refunds under the following conditions:
- Payment was processed on your behalf according to your request and terminated sale occurred,
- Refund shall be processed in DC, e.g. you are returning DC to your customer or you may demand exchange of FC to DC and transfer such DC to your customer as a refund. Please note that refund is considered to be a new transaction and all terms & conditions for such transaction shall apply, especially the calculation of exchange rate, the fixed rate time period and fee for processing.
The exchange rate applicable at the time of request execution shall be used for calculation of payment in DC. We will not by any means be responsible for any change of value of DC occurring in between the original transaction time and the refund time.
Payments in DC are transferred to the linked DC address as set in your AlbusCoin account settings. Payments in FC are transferred to your linked bank account or online payment system account as set in your AlbusCoin account settings. All settlements are made in one instalment whenever the minimum transfer threshold is reached at 11:00 a.m. GMT on the first Business Day subsequent to reaching the threshold limit.
We do not provide a DC wallet or a deposit account in FC. Funds in AlbusCoin account are only held temporarily until settlement to your bank account, online payment system account or DC address can take place. AlbusCoin is not an FC payment system and therefore AlbusCoin does not offer any FC exchange Services or an FC payment gateway. AlbusCoin only processes payments sent by your customers in DC and such payments may be transferred to you in DC or supported FC.
You are obliged to provide us with a valid bank account or online payment system account held in supported FC. Such account must exist during the whole term of this Agreement. You are solely liable for all fees and costs associated with your bank account or online payment system account. You authorize us to initiate electronic credits to your bank account or online payment system account at any time, as necessary to process settlements. We shall not be liable for any delays in receipt of funds or errors in bank account entries or online payment system account entries caused by third parties, especially your bank, online payment system or any of their service providers.
Account statements are available in your AlbusCoin account at all times.
AGREEMENT VALIDITY AND TERMINATION
This Agreement is effective from the date you accept the terms & conditions set out herein by registering on the website and the Agreement is valid as long as you use the Services or until terminated by any of the parties, provided that the terms by their nature are intended to continue after termination (including without limitation, indemnification and chargeback obligations and limitations of liability) shall so continue after termination.
This Agreement may be amended, supplemented or anyhow altered by us without your prior consent. We shall inform you of such amendment in writing prior to the day the amendment becomes effective and valid. You are entitled to withdraw from this Agreement within 14 days from the date you receive any amendment to this Agreement. This Agreement shall not be modified in any respect without our express written agreement.
We reserve the right to immediately and without notice cancel or temporarily suspend Services or to terminate this Agreement, if:
- you fail to comply with your obligations in relation to this Agreement;
- any of the representations and warranties above prove to be false, invalid or misleading, or
- service upon which the payment system relies is unavailable.
Your Right to Close Your Account
You are entitled to terminate this Agreement and your AlbusCoin account at any time. Before the closure of your account all outstanding fees and other claims must be fully settled.
Our Right to Terminate
We may terminate this Agreement and close your account at any time without stating a reason, upon notice to you via email or phone. The termination notice period shall be 30 days from delivery of notice.
You are responsible for calculation, levying and paying any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of our Software and Services.
We shall not determine whether taxes should apply, or should be calculated, collected, reported, or remitted to any tax authority arising from any transaction.
We do not levy any taxes on Transactions at the moment of this Agreement conclusion. However, should we be obliged to collect or levy any taxes or other statutory payments on any of the Transactions by Law, we are entitled to calculate and collect such taxes.
You may not transfer or assign this Agreement, or any rights, receivables or any other claims granted to any third party without our prior written consent.
You agree to accept communications from us in electronic form, and agree that all terms, conditions, agreements, notices, disclosures or other communication that we provide to you electronically will be considered to be "in writing."
GOVERNING LAW; ARBITRATION
These Terms will be governed by and construed in accordance with the Laws of England without reference to conflict of Law or choice of Law provisions.
AlbusCoin shall not be liable or responsible for any failure to perform, or for any delay in performance of obligations under this Agreement that is caused by an Event Outside Control. If an Event Outside Control takes place that affects the performance of our obligations:
- we shall contact you as soon as reasonably possible to notify the you of such an Event,
- our obligations shall be suspended for the duration of the Event Outside Control. Where the Event Outside Control affects performance of the Services, we shall inform you of the Event Outside Control expected duration,
- we shall not be liable for any harm or damage that occurs due to our failure to provide Services as a consequence of Force Majeure,
- if as a consequence of force majeure provision of Services shall be delayed by more than two (2) weeks, both parties shall be entitled to terminate transactions with immediate effect by means of a written notice addressed to the other party, without being bound to damages.
You are solely responsible for all payments that you receive from your customers and all respective orders and other instructions given to us in order to process such payments. We do not bear any liability for incorrect, invalid or inaccurate information provided by you or your customers. We do not enter into any legally binding agreement with your customers or any other third parties thereof and we are thus not responsible for any loss or damage such persons may sustain. We are not responsible for any fees, fines, penalties and other liability incurred by you, your customers or a third party caused by your use of the Services and/or arising from your breach of this Agreement.
In the event you are liable for any amounts owed to us, we may immediately remove such amounts from your AlbusCoin account balance (if available). If there is insufficient balance in your AlbusCoin account to cover your liability, we reserve the right to collect your debt by using any payments received in your Account, otherwise you agree to reimburse us as soon as possible.