These Terms of Service are binding Terms (the “Terms” or “Agreement”) between MODERNITYPARTY OÜ, a company duly incorporated under the laws of Estonia, bearing company registration number 14831182, licensed as a Virtual Asset Service Provider (VASP) in Estonia, under license number FVT000333, with a registered address at Harju maakond, Tallinn, Kesklinna linnaosa, Rävala pst 19-67, 10143 (hereinafter “Service Provider”, “us”, “we”, “our” or “Utrust”), as the operating of services, including any content or information provided as part of the Site or related services, as set out hereafter, and the person, persons or entity (“Contracting Party”, “User”, “Merchant”, “you” or “your”) using such kind of services (each a “Party” and collectively the “Parties”).
By accessing, registering or using our Services you agree to comply and be legally bound by these Terms.
1. Provision of services
1. Utrust (“us”, “we, “the Company”) provides the Contracting Party (“you”, “the Merchant”, “the Client”) with the access to a web-based Platform which enables the Contracting Party to accept virtual assets as payment for goods and services they provide and has developed these Terms in order to describe the terms that govern the use of the Platform.
2. The Contracting Party is a validly existing business entity and/or established corporation which already offers goods and services to its customers and wishes to settle their received virtual asset funds in fiat currency (or virtual assets, whenever applicable).
3. Having created an Account, performed appropriate due diligence and duly registered at least one place of fiat currency settlement, the Contracting Party will be able to receive virtual assets from its Clients as well as exchange those virtual assets into fiat currency (or other virtual assets, whenever applicable).
4. The Contracting Party authorizes 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.
5. Payments by any Contracting Party’s clients to us will be considered the same as payments/donations made directly to the Contracting Party. We collect virtual assets to your Account exclusively for you and on behalf of you. The Contracting Party remains the owner of virtual assets that we hold for you and on behalf of you.
6. The Contracting Party instructs Utrust to convert the payment of the purchase price in virtual assets by the use of Utrust’s software and application programming interface (API) on behalf of the Contracting Party.
7. The Contracting Party instructs Utrust to provide, resourcing to one or more third-party providers, for the conversion of the virtual asset into fiat currency (or other virtual assets, whenever applicable). Said third-party providers shall also accept on their own accounts, but on behalf of the Contracting Party, the fiat currency amounts (or virtual assets, whenever applicable).
8. Utrust will charge, for every transaction executed within the Platform, a 1% fee over the total amount of the value of the transaction, to be discounted from the amounts to be transferred in fiat to the Contracting Party.
9. Utrust limits the payout amount to a minimum of 100€ (one hundred euros). If the Contracting Party wishes to receive an amount equal or lesser than 100€, additional fees may be applied.
10. The Contracting Party is responsible for any obligations regarding client due diligence and origin of funds for their customers and associated purchases, according to their jurisdictional obligations. While Utrust does perform additional screenings at certain thresholds, such diligence is carried for its own internal risk management, not to ensure any merchant compliance with any rules and regulations merchants may be obliged to.
11. The Contracting Party may issue refunds to their customers through the Utrust software. However, in relation to payments in virtual assets made to the Contracting Party, any legal disputes relations are solely between the Contracting Party and its client payment. We are not a party to relations between the Contracting Party and its clients making payments 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 payment and/or a donation, a purchase related to the relation between the Contracting Party and its clients. Any disputes between the Contracting Party and its Client shall be resolved exclusively between the Contracting Party and its client.
12. Without prejudice of our own, Utrust shall not control, monitor, assess, authorise and/or supervise the activities of the Contracting Party and its own client purchases. The foregoing does not preclude us from exercising our right to investigate, suspend, restrict or terminate the provision of Services to the Contracting Party at any time, as well as to refuse to complete, block or reverse a transaction initiated by the Contracting Party’s Client if we reasonably believe that it violates these Terms or there are other circumstances that may infringe our, our Contracting Party’s or the public’s legitimate interests.
2. Client Registration
1. In order to use our Services, the Contracting Party must register on our Platform.
2. Upon registering, and in the course of the onboarding registration process in the Platform, the Contracting Party will be required to provide any information requested by Utrust either regarding any company’s business, or of any other type.
3. To verify the Contracting Party’s identity, to assess business risks, and in order to comply with the applicable legislation and regulations, we will require any and all necessary documentation in order to proceed with the registration in our Platform. We may also obtain information from third parties and identity verification services.
4. We have the right to reject any account registration for any reason whatsoever, namely, but without limitation, due to lack of information or due to the conclusions derived from the analysis of any specific information, or to later close any account, at our own and sole discretion, namely, without limitation, if the information provided is not true, accurate and complete or we suspect there is a breach of these Terms.
5. The Contracting Party will then be asked to expressly agree to be bound by these Terms and Conditions.
6. By creating an account and/or by simply using Utrust’s Platform and website, you agree that you have read, understood and accepted all of these terms included in this Agreement.
3. Service limitations and restrictions
1. The Contracting Party will not be allowed to open an account and use Utrust services if it is incorporated in one of the following non-serviced jurisdictions. Utrust may also enforce access restrictions based on the geolocation of the inferred geolocation, which may encompass general information regarding its service.
2. The Contracting Party will not be allowed to open an account and use Utrust services if its business activities are in one or more restricted sectors of activity.
3. The Contracting Party will not be allowed to open an account and use Utrust services if it serves customers or otherwise does business in one of the following jurisdictions. Utrust may also enforce access restrictions based on the geolocation of the inferred geolocation, which may encompass general information regarding its service.
4. Utrust grants the Contracting Party a limited, non-exclusive, non-transferable license, subject to these Terms, to access and use the Utrust Site, and related content, materials, information (collectively, the ‘Content’) solely for approved purposes as permitted by Utrust from time to time. Any other use of the Utrust Site or Content is expressly prohibited and all other right, title, and interest in the Utrust Site or Content is exclusively the property of Utrust.
5. The Contracting Party may only use the service in connection with the Contracting Party’s own business purposes.
6. Except to the extent such activities are expressly agreed by the Parties, the Contracting Party’s right to benefit from the Services does not to:
a) use the Service in any way that harms Utrust or its affiliates, agents or branches, or any Contracting Party or other users of the Services;
b) engage in or facilitate any unlawful conduct;
c) damage, disable, overburden or harm the Services (or the networks connected) or interfere with anyone’s use of the Services;
d) redistribute the Services, or any part of the Services, unless contracted otherwise;
e) use any unauthorized automated process(es) or service(s) to access and/or use the Services;
f) use any unauthorized means to modify or reroute, or attempt to modify the Services or work around any technical limitations in the Services;
g) copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any part of the Services.
h) observe, study or test the functioning of the underlying software (or any part of it) that is used to provide the Services.
7. The Contracting Party may only use the Services for legitimate transactions with its own customers and is responsible for its relationship with them, being the sole and unique entity that can be held liable towards them.
8. The Contracting Party is solely responsible for the nature and quality of the products or services it provides.
9. The Contracting Party shall not be permitted to frame or mirror any part of the Service other than as permitted by the Documentation or with Utrust’s express written consent.
10. Utrust reserves the right to monitor usage by all users (by way of audits or otherwise) during the term of this Agreement for the purpose of (among others) ensuring compliance with these Terms. Any audit may be carried out by Utrust or a third party authorized by Utrust. If any audit reveals that any password has been provided to an individual that is not a user of the Platform, Utrust is entitled to, without any delay, disable any such passwords and notify the Contracting Party immediately about such circumstance and situation.
11. In the event of unauthorized use of the Services by any Contracting Party, Utrust reserves the right to deny the Contracting Party’s or its users’ access to the Service by blocking, without prior notification, the IP addresses that the Contracting Party or users used to access the Service. If Utrust suspects or knows that the Contracting Party is using or has used the Services for unauthorized, fraudulent, or illegal purposes, Utrust may share any information related to such activity with the competent authorities, regulatory authorities or law enforcers consistent with its legal obligations. This information may include information about the Contracting Party, its account, the users, and transactions made through the use of the Services.
12. The Contracting Party must use the Services in a lawful manner, and must obey all laws, rules and regulations applicable to the use of the Services and to transactions.
13. The Contracting Party may not use the Services to enable any person to benefit from any activities that violate the letter or spirit of any of these Terms, or the applicable laws and/or regulations.
14. In the event these Terms or the Services are terminated for any reason, you acknowledge and agree that you will continue to be bound by these Terms. Following this, you shall immediately cease use of the Services and any license granted to you under any agreement related to your use of the Services shall immediately terminate.
4. Warranties and representations
1. The use of the Services is subject to the laws and regulations of Estonia regarding the prevention of money laundering and terrorist financing. The Contracting Party agrees and acknowledges that the use of the Services will comply with such laws and regulations, as summarized in our Anti-Money Laundering policy.
2. Utrust warrants to the Contracting Party that:
a) it has the right, power and authority to enter into these Terms and to grant the rights contemplated in these Terms and to supply the Services to the Contracting Party; and
b) the Services will be supplied with reasonable care and skill.
3. Utrust does not warrant or represent that the Services will be free from errors and interruptions.
4. The warranties in this clause are subject to the Contracting Party giving notice to Utrust as soon as it is reasonably able upon becoming aware of the breach of each warranty. When notifying Utrust of a breach, the Contracting Party shall use its reasonable endeavours to provide Utrust with such documented information, details and assistance as Utrust may reasonably request.
5. Utrust will not be held liable under this clause, or be required to remedy any problems arising from or caused by the Contracting Party’s use of the Services in a manner other than as directed by Utrust.
6. Except as expressly stated in these Terms, and subject to this clause, all warranties and conditions, whether express or implied by statute or otherwise, are excluded to the extent permitted by law.
7. The Contracting Party acknowledges and agrees that:
a) it is the Contracting Party’s responsibility to ensure that the facilities and functions of the Services meet the Contracting Party’s requirements and will not cause any error or interruption in the Contracting Party’s own software or systems;
b) Utrust may allow third-party providers applications to access Contracting Party Data and Authorized Customer Data as required for the interoperation of such Third-Party Applications, and such access and use of Contracting Party Data and Authorized Customer Data will be subject to the privacy policies of such Third-Party Applications for use with the Services;
c) Utrust only provides software as a service and that software may never be free of defects, errors and bugs;
d) Utrust is not responsible for any delays, failures, or any other loss or damage resulting from Contracting Party’s access to and use of the Services through applications of a third party;
e) Utrust is not responsible for any delays, failures, or any other loss or damage resulting from errors of the Contracting Party or the Contracting Party’s customers;
f) Utrust is not responsible for any content and/or acts provided and/or executed by a third party and shall have no liability or obligations with respect to such content.
8. The Contracting Party represents and warrants to Utrust that:
a) it is eligible to register and use the Services and has the right, power, and ability to enter into and perform under these Terms and to grant the rights and authorizations as agreed in these Terms;
b) its use of the Services will not relate to any of the following restricted sectors or activities;
c) the name identified when the Contracting Party registered is the correct name or business name under which it sells products and services;
d) it is solely responsible for obtaining any information required by its customers, as well as their eligibility;
e) it will fulfil all obligations to each of its own customers and will resolve any dispute or complaint directly with its own customers;
f) it shall and will ensure to comply with all applicable laws and regulations and that all transactions initiated by its own customers will comply with all laws, rules, and regulations applicable to their business, including any tax laws and regulations;
g) it is the sole responsible for any tax obligations arising from the conversion of their received virtual asset funds;
i) it will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Services;
j) it will and ensures that its own customers will also, keep confidential and, except as provided for in these Terms, not share with any third party, their password or access details provided to facilitate access to the Service;
k) it will not, and will seek that its own customers will also not, introduce any software virus or other malware (including any bugs, worms, logic bombs, trojan horses or any other self-propagating or other such programs) that may infect or cause damage to the Service or Utrust’s systems or otherwise disrupt the provision of the Service;
l) it will implement a provision in the agreement to be established with its own customers stating that a possible refund to the customer may happen in another currency than the one used for the execution of the initial payment and that the customer will have to participate in a KYC process to be executed within the applicable legal and regulatory terms, in order to obtain such refund;
m) the Contracting Party and its own customers are not subject to any sanctions or otherwise have been designated and/or listed in any list of prohibited or restricted parties or owned or controlled by such a party, including, but not limited to, the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.
5.1. General terms
1. A Bill is created when the Contracting Party requests its Customers (“Contracting Party’s Customer”) payment for the goods or services. The Bill is created with an expiration date that defines the time during which payments will be accepted. The Contracting Party and the Contracting Party’s Customer can, at all times, cancel the Bill and make it impossible to pay.
2. The expiration date is set based on the payment configurations. The default values for Bills created through e-commerce integrations or through the Utrust platform can be consulted in this link. The expiration date can be configured by the Contracting Party in the case of Bills created through the Utrust platform.
3. Until the Bill expires or is cancelled, the Contracting Party’s Customer can create and cancel as many payment attempts as needed to purchase the goods or services. In order to consider the payment valid, one payment attempt must be completed before the Bill expires or is cancelled.
4. In case of the Bill cancellation or expiration, any open payment will also be closed, making it impossible to pay for the goods and services.
5.2. Payments and Transactions
1. Payment is defined by the amount to be paid, the currency, the network, and the exchange rate expiration date.
2. A payment is considered open after its creation and expires once the exchange rate is no longer valid. In case of exchange rate expiration, a new payment can be created by the Contracting Party’s Customer unless the Bill is closed or has been cancelled. The exchange rate expiration dates can be consulted in this link.
3. To be valid and participate in a payment, a blockchain transaction must be confirmed and finalised within the validity period of an exchange rate, in a defined currency and on a specific network.
4. A payment is marked as complete when the amount sent through one or more valid transactions is enough to complete the said payment and is sent before the exchange rate expiration time. A payment is marked as incomplete if the Bill expires, is cancelled, or the payment is cancelled.
5. Underpayment occurs when the Contracting Party’s Customer sends less than the full amount required to mark the Bill as paid. Since the Bill is not fully paid or complete, the funds are not sent to the Contracting Party. The Contracting Party’s Customer may create more transactions to complete the payment or request a refund of the amount according to the Refund Policy referred to in Clause 6.4. below.
6. An overpayment occurs when the Contracting Party’s Customer sends more than the full amount required to mark the Bill as paid. Once the payment is confirmed, the funds will be transferred to the Contracting Party. In this case, the Contracting Party’s Customer can request a refund of the exceeded amount according to the Refund Policy referred to in Clause 6.4. below.
7. Payment detected after the Bill or the payment expiration occurs when the payment is detected after the Bill or payment expiration date. Utrust will continue to monitor the address for the currency and chain of payment for 6 months. During this time, each transaction confirmed can be subject to an individual refund according to the Refund Policy referred to in Clause 6.4. below.
8. Payment cancellation occurs when the Contracting Party’s Customer cancels the payment during the process or when the Bill expires or is cancelled. The amount sent and confirmed can be subject to an individual refund according to the Refund Policy referred to in Clause 6.4. below.
5.2. Failed Payment
Failed payment occurs when the payment transaction fails due to reasons other than the payment exceptions mentioned in section 5.2. This usually results from invalid or rejected transactions.
6. Refund terms
6.1. General terms
1. In order to request a refund, the Contracting Party’s Customer must contact the Contracting Party directly, according to the contractual provisions established in the agreement or terms accepted between the said parties.
2. The information provided regarding purchase issues should be true and reliable. False and inaccurate information may invalidate refund eligibility. If the Contracting Party is not able to properly identify a customer or transaction, then the refund can’t be processed.
3. It is the Contracting Party’s Customer responsibility to maintain a record of all communications. This includes weblogs, emails, tracking numbers, delivery confirmation, proof of prior refunds, and replacement shipments. When the buyer submits these files, they must be legible. If necessary, the Contracting Party’s Customer should use bold text to identify pertinent information. Utrust advises providing clear and accurate evidence to the Contracting Party. Any illegible text or data that is submitted will be considered incomplete, and it will be unable to undergo review.
4. The Contracting Party’s Customer shall be able to, in a timely manner, cooperate with the Contracting Party and Utrust.
5. Utrust may facilitate refunds on behalf of the Contracting Party. The Contracting Party may decide to issue a partial or full refund amount of the initial purchase.
6. As soon as the Contracting Party initiates the refund, the proper amount will be sent through the Utrust platform.
7. The Contracting Party’s Customer will provide the address to which the refund will be sent to. The Contracting Party’s Customer has to be absolutely certain that its address was typed correctly. A single missed digit could mean that the refund will be sent to another address. Since transactions cannot be reversed, it’s crucial to double-check everything. Utrust is not liable with regards to any loss, damage, cost, expense or similar caused by the Contracting Party’s Customer error, mistake or failure.
8. The refund process can only start after a detected payment transaction is confirmed.
9. Utrust will be responsible for executing any refund derived from non-complete transactions, as described in the payment exceptions of the section above (5.2.).
6.2. Reimbursement Requirements
1. Utrust is not responsible for the Contracting Party refund policies. We recommend the Contracting Party to provide a clear Refund Policy to the Contracting Party’s Customer (e.g. exceptions, advice, and specific terms).
2. Refunds can take place within 3 months from the date the payment is closed.
3. Refunds cannot be performed if the current accumulated balance of the Contracting Party is not higher than the amount to be refunded at the time it is sent.
4. Minimum refund amount corresponds to the minimum possible amount in fiat currency. This amount is defined depending on the currency and network selected by the Contracting Party’s Customer in order to make the payment. The minimum refund thresholds can be consulted here.
5. The refund amount is defined in the Contracting Party’s store currency (or display currency) and sent in cryptocurrency at the exchange rate defined at the time the refund is sent.
6.Utrust is exempted from the obligation to refund transactions resulting from the usage of a wrong token to pay for the said transaction, as well as from refunding directly on the lightning networks and from refunding the transaction fees for the said transaction.
7. Utrust is also exempted from refunding transactions sent to addresses that aren’t associated with the payment attempts created for each Bill.
8. In case a refund is approved, Utrust will send an email notification to the Contracting Party’s Customer explaining the refund process and asking for the address to which the refund can be sent.
9. Once the refund is completed, Utrust will send an email notification to the Contracting Party’s Customer confirming the refund.
6.3. Recommended resolution
For complete payments, here are a couple of ways of resolving an issue:
a) Deciding on a friendly resolution. This is always the preferred option for both parties. The Contracting Party’s customer should resolve the problem directly with the Contracting Party in accordance with their return/refund policy. It is the Contracting Party’s responsibility to keep track of the Contracting Party’s established deadlines. The Contracting Party might require the Contracting Party’s customer to take certain actions. If the Contracting Party’s customer fails to meet merchant conditions, he or she may not receive the refund.
b) Opting for special refunds. The Contracting Party may opt to appeal for a different kind of refund such as a non-documented refund.
6.4. Refund Amount
1. When considering a refund, Utrust calculates the amount to be refunded and compares it to the minimum refund threshold for the currency and chain of payment. The minimum refund thresholds can be consulted here.
2. In order to refund the amount, Utrust will send an email notification to the Contracting Party’s Customer explaining the refund process and asking to provide the address to which Utrust can send the refund.
3. During the validity period of payment, all sent amounts (transactions) will accumulate. After the payment is closed, the total amount received will be compared and confirmed if it meets the minimum refund threshold mentioned in number 1 above.
4. In the case of an overpayment, the refund amount is calculated considering the difference between the received and expected amount.
In case of an underpayment, the refund amount is the full amount sent for the transaction.
In case of a late transaction, the refund amount corresponds to the received amount on the said transaction.
In any case, the confirmed amounts should meet the refund threshold mentioned in number 1 above.
5. Utrust is exempted from refunding directly on the lightning networks and from refunding the transaction fees for the said transaction.
6. Once the refund is completed, Utrust will send an email notification to the Contracting Party’s Customer confirming the refund.
6.5. Pending refund due to negative balance
In the event a refund is issued to a customer that would result in a negative balance, the refund will be pending until the Contracting Party’s balance is repaid and the refund amount is available. However, we reserve the right, under certain pre-approved circumstances, to allow a Contracting Party to temporarily have a negative balance. This allowance will only be available on a case-by-case basis, and only after express approval is given, taking into consideration the past track record of settlements and good standing of the Contracting Party. Even in this exceptional situation, in no circumstances will a negative balance below minus 500 EUR be allowed.
7. Suspension of Access
1. Utrust may suspend access to the Services to the Contracting Party and to the Contracting Party’s customer if:
a) Utrust suspects that there has been any misuse of the Services or breach of these Terms or the Documentation; or
b) the Contracting Party fails to pay any sums due to Utrust by the due date for payment.
2. Utrust will notify the Contracting Party or the affected users as soon as possible after suspending the Services.
3. Where the reason for the suspension is suspected misuse of the Services or breach of these Terms, Utrust will take steps to investigate the issue and may restore or permanently suspend access at its own and sole discretion. If Utrust considers it appropriate to permanently suspend access to all of the Contracting Party’s customers, it will notify the Contracting Party in writing and these Terms will terminate immediately on service of such notice.
4. In relation to suspensions under item b), access to the Services will be restored promptly after Utrust receives payment in full and cleared funds.
5. Subscription Fees shall remain payable during any period of suspension notwithstanding that the Contracting Party and/or its Contracting Party’s customers may not have access to the Services.
6. Utrust reserves the right to suspend the use of Services, without implying the termination of the Agreement, whenever there are reasonable grounds relating to the security of the Services or the protection of user interests or suspicion of abusive, unauthorized or fraudulent use.
7. Utrust shall inform the Contracting Party and the Contracting Party’s customers, directly or through the Contracting Party, immediately in writing, by means of a message sent by SMS, electronic mail or postal mail and, whenever possible, in advance of its intention to suspend the access, as well as the basis for its decision.
1. In order to access Utrust Services the Contracting Party will be required to create or be given security details, including a password. The Contracting Party is responsible for keeping the electronic device through which it accesses Utrust Services safe and maintaining adequate security and control of any and all security details that the Contracting Party uses to access Utrust Services.
2. The Contracting Party shall use its best efforts to prevent unauthorized use of our Services, its account, or of any Documentation. In case the Contracting Party becomes aware that any security details have been compromised or if the Contracting Party becomes aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting he/she/it and/or Utrust (together a ‘Security Breach’), the Contracting Party must notify Utrust as soon as possible by email and continue to provide accurate and up to date information throughout the duration of the Security Breach.
3. The Contracting Party must take any steps that Utrust reasonably requires to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may be taken into account in Utrust’s determination of the appropriate resolution of the matter.
4. We shall not be held liable for and shall not remain liable to You for the actions and/or omissions which may result in a Security Breach by a Third Party Service Provider or the Exchanges interfaced with the Execution Interface. These actions or omissions shall include the treatment of any information or Personal data which belongs to You. The User warrants that he/she shall not hold the Company liable for any actions and/or omissions which result in a breach of any warranties made by a Third Party Service Provider to the Company by virtue of any contractual agreement between them. The Company shall not be held liable for any losses or any damages suffered by the User for any such Security Breach or any other form of operational or technical breaches which may fall under the responsibility of the Third Party Service Provider and/or an Exchange.
9. Client Due Diligence & Anti-Money Laundering procedures
1. In order to use our services, the Contracting Party needs to pass a mandatory due diligence process, as known as Know Your Business Process (hereinafter “KYB”). In order to comply with relevant Anti-Money Laundering (hereinafter “AML”) and Countering Financing of Terrorism (hereinafter “CFT”) regulatory requirements, the Company may require additional information, documents and client data in order to verify the merchant’s identity, nature of business and assess its prospect business risk.
2. The Company may use external third-party service providers to conduct KYB and AML-CFT checks in order to fulfil its legal obligations and process client Data. The Client shall not hold the Company liable for any losses or damages which may arise for any data loss, misconduct or any other action or inaction which is carried out by the Thirty Party Services Providers.
3. Each Merchant must carry out the KYB Process at least once. The list of information, Business-related data and/or documents which are requested by the Company in order to fulfil the KYB Process may be amended depending on any new regulatory requirements applicable to the Company. The Company, at its sole discretion, reserves the right to request to Merchant’s for additional information, data or documents.
4. Merchants will also undergo a Suitability Process in order to ensure that their business profile is deemed suitable for the purposes of using the Services which are offered by the Company. The Company may also carry out a behavioral analysis of the Merchants interaction in order to analyze whether there is a suspicion of money laundering activity and the funding of terrorism.
5. The Company may impose limitations on the Services offered to the User based on the Suitability Process which is undergone by the User. The Company shall not be held liable for any losses or damages resulting from the limitation of the Services which are offered to the User. On the basis of the Suitability Process, more information or documentation could be required depending on factors which determine the usage of the services, the amounts received or others. The Company reserves its right to reject your Merchant Account registration and/or to later close your User Account if you do not provide Us with accurate, complete and satisfactory information, Business data or documents.
6. You must provide the Company with all documents and information and Business data promptly and accurately. You accept that delays from your side to provide documents and/or information may delay the approval of your Merchant Account registration.
7. Providing false, forged, modified or documents with the intent to deceive and conceal information will be considered fraud and treated as such.
10. Force Majeure
1. Neither Party shall have any liability under or be deemed to be in breach of these Terms for any delays or failures in performance of these Terms which result from any event beyond the reasonable control of that party.
2. The Party that becomes aware of a Force Majeure event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under these Terms, must:
a) promptly notify the other Party;
b) inform the other Party of the period for which it is estimated that such failure or delay will continue.
3. If such an event continues for a continuous period of more than  months, either party may terminate these Terms by written notice to the other Party.
The Contracting Party will indemnify, defend and hold harmless Utrust and its affiliates (and each of its and their respective employees, directors, agents and representatives) from and against any and all claims, costs, actions, suits, or demands and any related losses, damages, liabilities, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to:
a) any actual or alleged breach of the Contracting Party’s representations, warranties, or obligations set forth in these Terms, including without limitation any violation of Utrust’s policies or rules;
b) any actual or alleged infringement, misappropriation or violation of any third-party rights or applicable law by the Contracting Party’s trademarks used in connection with the Services or the Contracting Party’s website or application using the Services;
c) the Contracting Party’s, or the Contracting Party’s customers use of the Services.
1. The Contracting Party owes Utrust a Subscription Fee for use of the Services as contractualized.
2. The amount released to the Contracting Party will be subjected to due market rates.
3. The Contracting Party accepts that Utrust will deduct the Subscription Fee before ordering the release of the fiat money to the Contracting Party.
4. Utrust shall be entitled to review and therefore increase the Subscription Fee at any time but not more than once every 12 months.
13. Use of data
1. Utrust does not request any information that is unnecessary for the use of our Services or to comply with our obligations under applicable law.
3. You acknowledge that we may process personal data in relation to you and personal data that you have provided or in the future provided to us in relation to your entity, employees or other associates, in connection with these terms or our Services.
4. Accordingly, you represent and warrant that:
a) Your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and data is accurate, up to date and relevant when disclosed;
5. In order to use the Services, you must register for an account. When you open an account, we may ask you for contact information such as name, phone number, email address. We may require information on your business and also obtain information from you to help verify your identity and assess risk. Utrust may engage third parties in order to assist in different aspects of the provision of our Services to you. We may need to review your eligibility to use the Services according to their own verification procedures.
6. You hereby authorise Utrust to share data and other related account information with service providers, such as payment providers, to enable the provision of services. Additionally, whenever you choose a different currency, Utrust might need to share data with a different service provider.
14. Cookies and tracking technologies
2. We may use the following cookies:
- Session Cookies. We use Session Cookies to operate our Service. We collect session data because it helps us administer our services, track correlative information and to collate statistics in relation to visitor traffic. We may use your IP address to help us diagnose problems with our server. Therefore, these cookies are necessary to enhance the performance and functionality of our Website.
- Preference Cookies. We use Preference Cookies to remember your preferences and various settings.
- Security Cookies. We use Security Cookies for security purposes.
- We use Segment to monitor the performance of our services and to enhance your experience; to understand user behaviour in order to provide you with a more relevant experience; to personalize and measure the effectiveness of advertising; to make our services to work as intended.
15. Account Termination
1. Either party shall have the right to terminate these Terms at any time upon 60 (sixty) days written notice to the other party; provided, however, that such termination shall not impair or affect any accrued rights or due payments.
2. Without prejudice to any rights or remedies under these Terms and any applicable law, the Contracting Party may terminate these Terms by means of a written notice sent by any means, based on Utrust’s breach of any obligation set forth under these Terms, notably if Utrust fails to pay any amounts arising under these Terms due and payable to the Contracting Party within the set deadlines, or fails to settle the debt within 10 (ten) days as from the date of notice.
3. Utrust may terminate these Terms by means of written notice, if the Contracting Party has failed to perform or comply with its obligations set out in these Terms.
16. Limitation of Indemnity
To the extent not prohibited by law, Utrust shall not be held liable for any damages of any type, whether direct or indirect, arising out of or in any way related to your use or inability to use the Services, including but not limited to damages allegedly arising from the compromise or loss of your login credentials or funds, or loss of or inability to restore access to your account, or for mistakes, omissions, interruptions, delays, defects and/or errors in the transmission of transactions, or the failure of any message to send or be received by the intended recipient in the intended form, or for diminution of value of ether or any other digital token or virtual asset. Utrust shall not be held liable under any circumstances for any lost profits or any special, incidental, indirect, intangible, or consequential damages, whether based in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with authorized or unauthorized use of the Services, even if an authorized representative of Utrust has been advised of or knew or should have known of the possibility of such damages. Utrust shall not be held liable under any circumstances for damages arising out of or in any way related to software, products, services, and/or information offered or provided by third-parties and accessed through the Platform or the website.
17. No relationship with the Contracting Party’s clients
The Contracting Party expressly, irrevocably and unequivocally agrees that under no circumstances Utrust assumes any obligation towards to, or related with, the Merchant’s Customers, besides the obligations referred to in these Terms, with whom there is no contractual, or any other kind of, relationship. More specifically, but without limitation, the Contracting Party expressly, irrevocably and unequivocally accepts that Utrust has not the obligation, nor the right, to execute any onboarding processes regarding the Contracting Party’s customers since such onboarding processes are of the sole and unique responsibility of the Contracting Party itself.
18. Entire Agreement
1. The Parties agree that these Terms and any agreement referred to herein and entered into, constitute the entire agreement between the Parties and supersede all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
2. Each party acknowledges that it has not entered into these Terms and any agreement referred to herein, in reliance on and shall have no remedies in respect of any representation or warranty that is not expressly set out in these Terms or any agreement referred to herein. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in these Terms.
Each provision of these Terms is severable and distinct from the others. If any provision in these Terms (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the provision or some part of it was deleted or modified (or the duration of the relevant provision reduced):
a) the relevant provisions (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable; and
b) without limiting the foregoing, in such circumstances the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of these Terms as soon as possible.
Should any part or provision of these Terms be held to be invalid by any competent court, the governmental or administrative authority having jurisdiction, the other provisions of these Terms shall nonetheless remain valid. The Parties shall endeavour to negotiate a substitute provision that best reflects the economic intentions of the Parties without being unenforceable and shall execute all agreements and documents required in this connection. The same shall apply if and to the extent that these Terms are found to contain any gaps or omissions.
1. The Utrust Site (including, without limitation, its Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors.
2. In an effort to continue to provide the Contracting Party with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding Utrust’s policies, products and services.
3. The Contracting Party shall verify all information before relying on it, and all decisions based on information contained on the Utrust Site are the Contracting Party’s sole responsibility and Utrust shall have no liability for such decisions.
4. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by Utrust.
5. The Contracting Party expressly acknowledges and agrees that the use of the Utrust Services is at the Contracting Party’s sole risk and that the entire risk as to the satisfactory quality, performance, accuracy and effort is with the Contracting Party. The Platform is provided on an “as is” and “as available” basis without any representation or warranty, whether express, implied or statutory. to the maximum extent permitted by applicable law, Utrust specifically disclaims any express or implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. Utrust does not make any representations or warranties that access to the services or any of the materials contained therein will be continuous, uninterrupted, timely, or error-free.
6. Therefore, the Contracting Party acknowledges and agrees that Utrust is not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Utrust Site or Services.
21. Intellectual Property Rights
1. Utrust retains full industrial, intellectual, copyright or related property rights over the Utrust mark and all its components, including the software, images and sound of Utrust and any and all information, including documentation, procedures and its updates or developments or derivations, that is provided, disclosed or transmitted to the Contracting Party in connection with the access, execution and use of the Services.
2. Any use of Utrust Services made by the Contracting Party for purposes other than those authorized herein, in particular, copies, total or partial, shall cause the Contracting Party to be liable to Utrust, civil and/or criminal, as applicable, and the Contracting Party shall be obliged to indemnify Utrust for all damages caused.
3. All intellectual property rights in and to, the Services, or any part thereof, and any material and documents associated with them shall remain with Utrust. To the extent that the Contracting Party acquires any intellectual property rights in the Services or in any material or documents associated with it, the Contracting Party shall assign or procure the assignment of such intellectual property rights with full title guarantee (including by way of present assignment of future intellectual property rights) to Utrust. The Contracting Party shall execute all such documents and do such things as Utrust may consider necessary to give effect to this clause.
4. Except as expressly provided in these Terms, no part of the Utrust Services and/or the Utrust Site and no content may be copied, modified, adapted, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or another medium for publication or distribution or for any commercial enterprise, without Utrust’s express prior consent. This also means that users may not edit or create works from such materials or content or in any way exploit the material or content of the Utrust Site or the Services.
5. Information on the Utrust Services purposely made available by Utrust for downloading from the Utrust Site may be used, provided that:
a) any proprietary notice language in all copies of such documents will not be removed;
b) it is only for informational purposes and such information will not be copied or posted on any networked computer or broadcast in any media;
c) no modifications will be made to any such information;
d) no additional representations or warranties relating to such documents will be made.
e) The Contracting Party shall pay full compensation to Utrust for any violation of Utrust’s copyrights or other intellectual property rights.
1. Each Party agrees that it may use the other Party’s Confidential Information only in the exercise of its rights and performance of its obligations under these Terms. Each Party acknowledges that it shall not disclose the other Party’s Confidential Information including all know-how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind except in accordance with this clause.
2. Each Party may disclose the other Party’s Confidential Information to those of its employees, officers, advisers, agents or representatives who need to know the other Party’s confidential information in order to exercise the disclosing Party’s rights or perform its obligations under these Terms provided that the disclosing Party shall ensure that each of its employees, officers, advisers, agents or representatives to whom Confidential Information is disclosed is aware of its confidential nature and complies with this clause as if it were a Party.
3. Each Party may disclose any Confidential Information required by law, any court, any governmental, regulatory or supervisory authority or any other authority of competent jurisdiction.
4. Each Party shall indemnify the other from and against any losses, damages, liability, costs (including legal fees) and expenses which the other Party may incur or suffer as a result of or arising from any breach of the obligations under this clause.
1. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under these Terms shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy.
2. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
1. These Terms and any information or notifications, unless otherwise specified should be in English or Portuguese.
2. In the event of any inconsistency, the English language version of these Terms or other documents shall prevail.
3. Any translation of these Terms or other documents is provided for your convenience only.
25. Governing Law
1. These Terms will be governed by and interpreted in accordance with the laws of Estonia without reference to conflict of law or choice of law provisions.
2. All disputes arising out of or in connection with this Agreement, including disputes on its conclusion, binding effect, amendment and termination, shall be resolved by the ordinary courts in Estonia.
26. Amendments or Updates
1. Utrust may update or change these Terms by publishing the amended Terms on the Utrust Site.
2. The updates or changes shall be effective at the time of publication. If you continue to use the Services after we provide notice of such changes, your continued use constitutes acceptance of the amended Terms and an agreement to be bound by them.
1. Except in specific cases requiring a particular form of communication, any written communication between parties shall be sent by one party to the other by electronic mail to the address stipulated on the regulatory documents and on Utrust’s website or by way of communication on Utrust Support.
2. Utrust is expressly authorized to register the messages and orders that we may receive from the users and/or his/her representatives, maintaining the correspondent support for the minimum necessary period of time for compliance purposes.
3. Utrust may not be held liable for damages resulting from the use of email or any other communication system.
4. If the Contracting Party, or the Contracting Party’s customers have any questions relating to these Policy, the User’s rights and obligations arising from these Terms and/or User’s use of the site and the services, or any other matter, please contact [email protected]t.com