Terms and conditions for widget and API integration services

1.General provisions

1.1.Object of the Terms: the present Terms determine the main terms and conditions between You and Mercuryo when (i) You register in the System, (ii) open Account, (iii) place and use on Your Website(s) or mobile application(s) Widget, API Interface or other interface provided through Mercuryo API integration, which allows Users to make transactions with crypto assets. In Addition to the present Terms, relationship between You and Mercuryo related to the provision of Services are regulated by the Application You submit to Mercuryo, applicable laws, any supplements to these Terms entered between You and Mercuryo, rules and principles of prudence and justice applied to You

1.2.The present Terms shall be carefully examined by You before You decide to enter this Agreement, register in the System, open Account and use Services.

1.3.Mercuryo retains the right to modify these Terms notifying You on amendments made to the Terms by (i) sending an appropriate notification to Your email address registered in the System, or (ii) providing You a notice through the System, or (iii) by updating the “Last Updated” date at the top of these Terms placed on Mercuryo Website https://mercuryo.io/legal/terms-business/.

By clicking “I Agree with the Terms” button or checkbox presented with the modified Terms, or by continuing to access the System and use of the Services, You confirm Your consent to the amendments made and acceptance of the modified Terms.

If You do not agree to any amendments made to these Terms, You should immediately stop use of the Services. Mercuryo encourages You to regularly review the Terms, at least on a monthly base, to ensure You understand the terms and conditions that apply to Your access to the System and use of the Services.

If You have any question regarding access to the System, use of the Services and Mercuryo Website, please contact our Support Team by submitting a respective support request at support@mercuryo.io

2.Definitions

2.1.Account — a profile in the System, created by Mercuryo and/or its affiliated companies for the Company upon registration, containing the Company’s particulars and allowing to have access to control over the Widget and/or API interface, statistical data and Company’s balance.

2.2.Agreement — scope of terms and conditions applicable to the relationship between a Company and Mercuryo specified in these Terms and Company’s Application approved by Mercuryo

2.3.API interface — application programming interface provided by Mercuryo to the Company which provides Users with technical solution for conclusion of On/Off Ramps Transactions.

2.4.Application — Company’s application for conclusion of the Agreement with Mercuryo and use of the Services, which is submitted to Mercuryo using Account or in a written format

2.5.Acquiring commission — commission payable by the Company for card acquiring services provided to the Users.

2.6.Company’s Website — an information system on the Internet, belonging to the Company on legitimate grounds, hosted at website specified in the Application.

2.7.Integration type — type of integration of Widget, API Interface or other interface provided through Mercuryo API integration on the Company’s Website(s) or mobile application.

2.8.Intellectual Property Rights — registered and unregistered trademarks and service marks (including any trade, brand, business names, titles or logos used to differentiate products and services), patents, registered and unregistered designs, design rights, rights in trade, business or domain names, copyright, databases rights, and all other intellectual property rights, including applications for the grant of any of the foregoing and the right to apply for the grant of any of the foregoing, now or in the future, in any part of the world and any similar rights situated in any country together with all rights of actions, remedies, benefits and powers relating to any of the foregoing

2.9.Subscription Fees — commission payable by the Company to Mercuryo for Widget and/or API Interface delivery, set up, integration and monthly maintenance.

2.10.Mercuryo Website — the official Mercuryo website https://mercuryo.io.

2.11.Services — use of Mercuryo Widget, API Interface or other interface provided through Mercuryo API integration on Company’s Website(s) or mobile application(s) for conclusion and execution of  Users’ On/Off Ramps Transactions

2.12.System — a software solution used by Mercuryo for opened Accounts registration and maintenance purposes, and provision of the Services

2.13.On/Off ramps transactions — Users’ transactions on purchase and sale of virtual currencies executed using the Widget and/or API Interface placed on Company’s Website(s) or mobile application(s)

2.14.Terms — these Terms and Conditions for Widget and API Integration Services.

2.15.Upper Commission — commission set by the Company above the Mercuryo Commission and payable by the Users to Mercuryo in favor of the Company.

2.16.Mercuryo Commission — commission payable by the Users for the On/Off Ramps Transactions execution

2.17.You or Company — a company submitted to Mercuryo the Application

2.18.User — any verified user of the Company which aims to conclude On/Off Ramps Transaction through the Widget and/or API Interface integrated on the Company’s Website(s) or mobile application(s).

2.19.Widget — an independent software module of Mercuryo placed on the Company’s resources agreed on with Mercuryo or its affiliated companies (the websites on the Internet or mobile application) to provide Users with the technical solution for conclusion of On/Off Ramps Transactions.

2.20.Personal Data — any information relating to an identified or identifiable natural person (Data Subject); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

2.21.Data subject — identified or identifiable natural person.

2.22.Data Processor — the natural or legal person, public authority, agency, or any other body, which processes Personal Data on behalf of the Data Controller.

2.23.Data Controller — the natural or legal person, public authority, agency, or any other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.

2.24.Subprocessor — any data processor engaged by the Data Processor as subprocessor to process Personal Data on behalf and in accordance with the instructions of the Data Controller and Data Processor.

2.25.Data Protection Law — means data protection regulation applicable to the Parties.

2.26.Parties — Mercuryo and the Company.

2.27.Business Day — any calendar day, apart from Saturday, Sunday and public holidays in the United Kingdom, or any other day defined by Mercuryo as a Business Day and duly notified to the Company.

2.28.Due Diligence — review of the Company, Company’s shareholders and beneficial owners, officers, Company’s partners (or other persons) which is performed by Mercuryo and/or its affiliated companies, which includes a set of Anti-Money Laundering, Counter Terrorism Financing (AML/CTF) and Know Your Customer/Know Your Business (KYC/KYB) procedures established by Mercuryo and/or its affiliated companies.

2.29.Confidential Information — means any information which is marked as “confidential” or “proprietary” or should reasonably be expected to be confidential or proprietary having regard to the context of disclosure or the nature of the information; without prejudice to the generality of the foregoing, the terms of this Agreement as well as technical specifications, fees and commissions, business strategies, transaction data, users’ data, personal data shall be deemed confidential.

3.Subject of the Agreement

3.1.Mercuryo shall provide the Widget and/or API Interface for the Company’s use in accordance with the terms of the Agreement and for the remuneration set by this Agreement; the Company shall accept the Widget and/or API Interface for use in accordance with the terms of the Agreement and shall pay Mercuryo remuneration set in this Agreement.

3.2.The Parties agree that the Agreement is concluded on mutually beneficial terms for the Parties.

3.3.For the purpose of the Agreement Mercuryo grants to the Company a limited, non-exclusive, non-transferable, non-assignable, revocable license for (i) Widget use, if Widget is chosen as Integration Type in the Application, (ii) API interface, if API interface is chosen as Integration Type in the Application, or (iii) both interfaces, if Widget and API interface are chosen as Integration Type in the Application (hereinafter the “License”). The duration of the License is limited to the duration of the Agreement. The License cannot be used for the purpose other than stated in the Agreement. Mercuryo guarantees that it has the copyright for the Widget and API Interface and is authorized to grant such License to the Company. The Company is not authorized to grant the License to the third parties without prior, express Mercuryo written consent.

4.Order of service provision

4.1.Obligations of the Company:

4.1.1.to register in the System and open Account with Mercuryo;

4.1.2.to complete the integration works in accordance with the integration documents provided by Mercuryo and to follow Mercuryo’s  instructions with regards to the technical integration of the Widget and/or API Interface on the Company’s Website(s) and mobile application(s);

4.1.3.to acquire, implement and maintain all software required to fulfil Company’s obligations under the Agreement;

4.1.4.to provide all reasonable assistance to Mercuryo or the regulatory body to assist with any investigations being carried out in respect of (i) Company’s activities and legality of the Company’s products or services provided to the Users through Mercuryo Widget and/or API Interface placed on Company’s Website(s) or mobile application(s), (ii) Users’ identity verification and conducted On/Off Ramps Transactions, (iii) use of Mercuryo Account, (iv) Mercuryo Widget and/or API Interface use by the third persons to whom the Company has granted access (has passed License, shared Widget and/or API Interface keys, etc.) or on which websites the Company has placed the Widget and/or API Interface;

4.1.5.to provide Mercuryo with all documents and information required for completion of the Company’s Due Diligence conducted by Mercuryo;

4.1.6.to place appropriate interface for usage of the Widget and/or API on the Company’s Website(s) or mobile application(s);

4.1.7.to get Mercuryo's written approval via email: support@mercuryo.io in relation to third parties (e.g. Company’s partners or other persons) with whom the Company interacts within the Mercuryo Widget and/or API interface in accordance with the Clause 6.2.

4.1.8.to notify Mercuryo of any changes of the Company’s Website(s) or mobile application ownership;

4.1.9.to pay commissions and fees to Mercuryo for the Services provided as specified hereunder;

4.1.10.to check email registered with the System, Account and other instruments used for (i) reception of notifications indicated on the Account at least once a Business Day, and (ii) to get acquainted with amendments made to these Terms and modified version of the terms  at least once per month.

4.2.The Company guarantees that Company’s Website(s) and mobile application(s) do not violate any customer/client/users/visitor’s rights, Company’s Website(s) and mobile application(s) operate in full compliance with applicable laws; Company does not offer any illegal goods or services, and Company’s Website(s) and mobile application(s) does not contain any information restricted in the Company’s jurisdiction. If according to the applicable laws the Company has the obligation to obtain any official license to conduct its activity, Company guarantees that it has legally obtained such license, and this license is valid at the moment of conclusion of the Agreement, and it will be valid until termination of the Agreement.

4.3.The Company should at any time keep sufficient Company’s balance to cover all fees and commissions the Company is charged with under this Agreement. The Company shall also ensure that Users’ balance at any time is sufficient to (i) deduct applicable fees and commissions Mercuryo and Company is entitled to under this Agreement and (ii) to execute the On/Off Ramps Transactions. Mercuryo retains the right not to provide the Services and/or execute the On/Off Ramps Transactions if Company or User holds insufficient balance to withhold fees and commissions and execute the transactions.

4.4.Rights of the Company:

4.4.1.to get Services in accordance with the provisions of this Agreement;

4.4.2.to request a timely payout of Upper Commission (if applicable);

4.4.3.to request and get access to statistical information about transactions executed via the Widget and/or API Interface, balance, payment history.

4.5.Obligations of Mercuryo:

4.5.1.to provide the Company with access to the System and Account, if the Company has successfully passed through Mercuryo Due Diligence process;

4.5.2.to ensure that Mercuryo business activity is conducted and Services are provided in accordance with the applicable laws.

4.6.Rights of Mercuryo:

4.6.1.to request from the Company additional information about Company’s business activity, goods and services provided, partners, Users, as well as any other information Mercuryo may reasonable request to complete mandatory Due Diligence procedures;

4.6.2.in addition to the Mercuryo rights set above in Clause 4.5.1. above, Mercuryo may apply and conduct enhanced AML/CTF and KYC/KYB procedures of the Company, third persons to whom the Company has granted access to the Widget and/or API interface or on which websites the Company has placed the Widget and/or API Interface, and/or Users;

4.6.3.to suspend or refuse provision of Mercuryo Services in case of any circumstances preventing provision of the Services, including but not limited to, material changes to the applicable laws and regulations, and such suspension or refusal shall not entail any penalties or claims from the Company against the Mercuryo under the Agreement;

4.6.4.to demand the Company to recover damages arising to Mercuryo due to the Widget and/or API Interface unauthorized use by third parties without the written express consent of Mercuryo. All fines imposed to Mercuryo by the banks, financial and payment institutions, payment systems, supervising authorities, courts of any jurisdiction or other authorized bodies for illegal use of the Widget and/or API Interface on the Company's Website(s) or mobile application(s) by third parties shall be fully compensated by the Company, including, without limitation, any indirect, special, or consequential loss, any reasonable legal costs and fees, profit loss, reputational damage;

4.6.5.to adjust its commission and fees charged to the Company or Users, also if the fee or commission is increased by the third party. Mercuryo will use commercially reasonable efforts to inform the Company on fees and commissions increased at least thirty (30) days prior respective amendments taking effect, unless the Company has been notified by the third party of said changes within a shorter timeframe or is required to pay such charges in a shorter timeframe. Mercuryo retains the right to reduce fees and commissions without Company’s prior notification;

4.6.6.not to provide Services or execute On/Off Ramps Transactions if Company’s or User’s available balance is insufficient to withhold fees and commissions Mercuryo is entitled to under this Agreement and to execute the transactions. Fees, commissions, other charges, any penalties, loss and damage reimbursement, etc. set by this Agreement, any applicable law or arising from the Parties contractual relationship shall be withheld from the Company or User first, prior the Services are provided and On/Off Ramps Transactions are executed.

5.Commissions

5.1.Mercuryo Commission constitutes a percentage mutually agreed by the Parties and set in the Application submitted by the Company and approved by Mercuryo.

5.2.The Company independently sets the amount of the Upper Commission, which is charged to the Users above the Mercuryo Commission. Amount of the Upper Commission is calculated based on the Users’ On/Off Ramps Transactions executed and processed within the calendar month. Upper Commission is payable to the Company upon a withdrawal request submitted by the Company via the Account.

5.3.Mercuryo will collect from the Users:

5.3.1.the virtual currency cost, and

5.3.2.Mercuryo Commission,

5.3.3.the Upper Commission (if applicable),

5.3.4.other applicable commissions, if any.

5.4.Mercuryo will collect from the Company:

5.4.1.Subscription Fees. The Company each month shall pay Mercuryo Subscription Fees in the amount specified in the Company’s Account in the System. Subscription Fees are due from the first day since the Widget and/or API Interface is successfully integrated on the Company’s Website(s) or mobile application(s) (also websites/mobile applications of third persons on which websites/mobile applications the Company has placed the Widget and or/API Interface). The Subscription Fees may vary depending on the Services provided to the Company, Integration Type, the payment plans and other applicable details which are available to the Company in its Account in the System. The Company shall pay the Subscription Fees till the third (3) Business Day of each month based on Mercuryo invoice sent via the Account.

5.4.2.Acquiring commission. Mercuryo on a monthly basis is entitled to withhold from the Upper Commission the Acquiring Commission. Amount of the Acquiring Commission shall be calculated by Mercuryo based on the invoices from the acquirers that process Users’ card transactions. Under the Company’s written request, Mercuryo will provide the Company information received from the acquirers that justifies the amount of the processed Users’ transactions based on which amount of Acquiring Commission has been calculated. Acquiring Commission shall be deducted from the amount of the Upper Commission till the third (3) Business Day of each month or paid within three (3) Business Day since Mercuryo has submitted the Company an invoice via the Account, if the Acquiring Commission has not been withhold from the Upper Commission or amount of the Upper Commission is insufficient to cover the Acquiring Commission;

5.4.3.Additional commissions shall be agreed by the Parties.

6.Due Diligence of the Company’s Partners

6.1.The Company is required to obtain Mercuryo express written approval of a list of the Company’s Website(s) and mobile application(s) for placing the Widget and/or API Interface.

6.2.The Company is obliged to coordinate with Mercuryo its partners (or other persons) with whom it interacts via the Widget and/or API Interface. It is not allowed to use the Widget and/or API Interface by third parties, whether partners of the Company or other persons who have gained access to the Widget and/or API Interface through the Company without the prior written consent of Mercuryo. To get the written consent of Mercuryo such Company’s partners (or other persons) should successfully undergo Mercuryo’s Due Diligence procedure and provide Mercuryo with the following information and documents:

• 6.2.1.Application completed by the Company’s partner;
• 6.2.2.Website domain address of the Company’s partner (or other persons) where the Widget and/or API Interface is intended to be placed;
• 6.2.3.Proof of the Company’s partner (or other persons) rights to use the website(s) where the Widget and/or API Interface will be placed;
• 6.2.4.Extract from the official Companies Register or similar register confirming Company’s partner (or other persons) current legal status;
• 6.2.5.Additional information and documents necessary for performance of Due Diligence procedure.

6.3.If the Company interacts with the partners (or other persons) only by providing them a link to the Company’s Website(s) where the Widget and/or API Interface is placed (without interacting with the partners (or other persons) via the Widget and/or API Interface), the Company should only provide Mercuryo with the website domain address of the Company’s partner (or other persons).

6.4.The Company may interact with the partners (or other persons) only after receiving a written express approval from Mercuryo. Mercuryo at any time retains the right at its sole discretion to prohibit the use of the Widget and/or API Interface by the Company’s partners (or other persons).

7.Warranties and Guarantees

7.1.The Company hereby represents and warrants that:

7.1.1.it is duly incorporated and has full power, authority, and capacity, to enter, execute, deliver, and carry out or perform its obligations under the Agreement;

7.1.2.the entry into and performance of the Agreement does not and shall not contravene or conflict with its constitutional documents, articles of association, any laws, statute, regulations or other instruments binding on it or any of its assets, or any agreement or document to which it is a party or is binding on it or any of its assets;

7.1.3.it holds and is in compliance with all necessary certificates, licenses, registrations, permits, consents or other authorisations required in the course of its business;

7.1.4.it has all requisite power, capacity and authority to enter into the Agreement and the execution and delivery of the Agreement have been duly authorised by all necessary action on its part (or its board of directors or similar governing body, as applicable), and no other action or proceeding is necessary to authorise the execution and delivery of the Agreement;

7.1.5.the Agreement constitutes and expresses its legal, valid, and binding obligation and is enforceable against it in accordance with the conditions and terms stipulated herein;

7.1.6.there are no actions, suits, arbitration, government investigation, audit or other proceedings pending, and or to the best of its knowledge, threatened against it capable of undermining its capacity to execute the Agreement and or consummate the transaction to which it relates;

7.1.7.it will neither do nor allow anything to be done that may prejudice the interest of the other party under the Agreement;

7.1.8.its operations are carried out in compliance with all applicable laws;

7.1.9.under no circumstances onboard Users or process (or assist in processing) transactions in violation of the applicable AML/CTF regulations (or any other applicable laws and regulations) or any policy (aimed at combating money-laundering, fraud, anti-bribery and corruption, organised crime or terrorism).

8.Liability and Indemnity of the Parties

8.1.Neither Party excludes or limits its liability under the Agreement to the other Party in respect of:

8.1.1.death or personal injury caused by its negligence or the negligence of its employees acting in the course of their employment;

8.1.2.any fraudulent misrepresentations made by the Party on which the other Party have relied on; or

8.1.3.any other liability which, by applicable law, is not permitted to exclude or limit; or

8.1.4.wilful misconduct.

8.2.Mercuryo shall not be liable to the Company under the Agreement for any of the following loss and damage whatsoever (including, but not limited to, costs and expenses relating to or arising out of such loss and damage) whether arising from contract, tort (including negligence or breach of statutory duty) or otherwise and even if Mercuryo has been informed of the possibility of such loss and damage:

8.2.1.loss of revenue, profits, interest, reputation, anticipated savings or goodwill;

8.2.2.loss or restitution of data; or

8.2.3.any indirect, special, or consequential damage or loss.

8.3.Subject to the Clauses 8.1. and 8.2., Mercuryo’s total liability to the Company, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited, in respect of all claims (connected or unconnected) in any consecutive twelve (12) month period, to the equivalent of the total Subscription Fees actually paid by the Company in that period.

8.4.The terms of this Section 8 as to limitations of liability shall remain in full force and effect notwithstanding the expiration or termination, for whatever reason, of the Agreement.

8.5.Nothing in this Section 8 will limit or exclude the Company’s obligation to pay the commissions and fees as they fall due for payment in accordance with the terms hereof, or its liability to Mercuryo in the event of its failure to pay the commissions and fees in accordance with the Agreement.

8.6.The Company confirms and agrees, that Widget and API Interface, and any software necessary for provision of Mercuryo Services is provided ‘AS IS’ without guarantee of uninterrupted and steady functioning.

8.7.Each Party is solely responsible for its own taxes and duties associated with the execution and performance of the Services and applicable in Party’s place of incorporation or taxation place, if differ.

9.Customer support

9.1.Mercuryo is committed to ensuring the smooth operation of the Widget and/or API Interface. Uptime is twenty-four (24) hours a day seven (7) days a week. In case of scheduled or required technical maintenance, Mercuryo shall inform the Company not later than twenty-fours (24) hours before the scheduled maintenance. In case of any suddenly requested technical maintenance Mercuryo will inform the Company at earliest opportunity.

9.2.For all questions regarding the functioning of the Widget and/or API Interface, Users can contact Mercuryo twenty-fours (24)  hours a day seven (7)  days a week by email support@mercuryo.io  or by support chat in the Widget. Average support response time is twenty (20) minutes, during the nighttime support response time could vary.

10.Confidentiality

10.1.During the term of the Agreement and thereafter, each Party shall use and reproduce the other Party’s Confidential Information only for the purposes of the Agreement and only to the extent necessary for such purpose and will disclose the other Party’s Confidential Information only to its employees, consultants, advisors or independent contractors with a need to know and who are obliged to observe the same confidentiality obligations as set for the Parties hereunder, and will not disclose the other Party’s Confidential Information to any third party without the prior written approval of the other Party.

10.2.Notwithstanding the foregoing, it will not be a breach of the Agreement for either Party to disclose the Confidential Information of the other party if required to do so under the law or in a judicial or governmental investigation or proceeding. In this case the disclosing party should inform other party with no delay, saving provision that such informing is not prohibited by applicable law or governmental (also supervisory or law-enforcement) body.

10.3.The confidentiality obligations shall not apply to the information that (i) is or becomes a public knowledge through no action or fault of the other Party; (ii) is known to either Party without restriction, prior to receipt from the other Party under the Agreement from its own independent sources as evidenced by such Party’s written records, and which was not acquired, directly or indirectly, from the other Party; (iii) either Party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; or (iv) information independently developed by either Party’s employees or agents provided that either Party can show that those same employees or agents had no access to the Confidential Information received hereunder.

11.Intellectual property rights

11.1.Any Intellectual Property Rights owned by a Party prior to the date of the Agreement (“Pre-existing IP”) shall remain the sole property of that Party and nothing in the Agreement, nor the performance of either Party of their obligations under it shall provide either Party with any right, title or interest in the Pre-existing IP of the other Party.

11.2.All Intellectual Property Rights which are created pursuant to the provision of the Services by Mercuryo shall vest on creation in Mercuryo and shall remain its sole property (including any Intellectual Property Rights that may subsist in any transaction report, summary or other data produced pursuant to the use by the User or Company of the Mercuryo Services, or which is otherwise provided to the User or Company by Mercuryo).

12.Force majeure

12.1.The Parties are freed from being held responsible for complete or partial non-fulfilment of their liabilities under the Agreement in case the non-fulfilment of the duties was caused by force-majeure, namely: fire, inundation, earthquake, strikes, wars, actions of state bodies, or other events beyond control of the Parties. The Party that cannot fulfil its liabilities under the Agreement must timely but no later than ten (10) days after the occurrence of force majeure circumstances notify the other Party in writing with the provision of substantiating documents issued by the competent authorities. The Parties admit that the insolvency of the Parties is not a force majeure event.

13.Right to audit and revision of services

13.1.To assess the performance and sustainability of the partnership envisaged under the Agreement Mercuryo will have a right to audit the systems and data utilised or provided by the Company or Company’s partners (partners or third parties, who gaine access to the Widget and/or API Interface through the Company) under the Agreement.

13.2.The Company shall, at any time requested by Mercuryo, make such information or data available for review and audit (including copies and extracts of records as required) by Mercuryo.

14.Termination

14.1.The Agreement is concluded for a period of twelve (12) months starting on the date when Application is approved by Mercuryo by countersigning of written Application or by opening of the Account and shall be automatically renewed for twelve (12) months provided that no Party has requested termination of the Agreement thirty (30) days before the end of the current twelve (12) months period.

14.2.Without prejudice to the other terms specified in these Terms, including Clause 14.1 hereof, Mercuryo may terminate the Agreement unilaterally:

14.2.1.by sending a written notification thirty (30) days before the date of termination upon the occurrence of a remediable material breach of the Agreement by the Company, if such breach is not remedied within thirty (30) days after written notice is received by the Company, identifying the matter or circumstances constituting the material breach; or

14.2.2.immediately, by sending a written notification, upon the occurrence of any of the following material breaches of the Agreement by the Company:

14.2.2.1.the Company has granted the Widget and/or API interface license or access to the Widget and/or API interface (unauthorized share of the Widget and/or API interface keys, or other unauthorized access sharing) to the partners of the Company or other persons, who have gained access to the Widget and/or API interface through the Company, without the prior express written authorisation/consent of Mercuryo; or

14.2.2.2.the Widget and/or API Interface is placed on the resources (the websites on the Internet) not expressly in writing agreed on with Mercuryo and its affiliated companies; or

14.2.2.3.the Company has breached the guarantees provided in Clause 4.1. and 4.2. hereof in respect of provision of illegal goods or services on Company’s Website(s); or

14.2.2.4.Mercuryo, its affiliated companies or partners of Mercuryo have identified, or have a suspicion that a fraudulent activity and/or financial crime was committed by (i) the Company while using the Widget and/or API interface, (ii) partners of the Company or other persons, who have access to the Widget and/or API interface through the Company; or

14.2.2.5.Mercuryo, its affiliated companies or partners of Mercuryo pose or may pose a financial crime risk due to cooperation with the Company and the Widget and/or API interface use by the Company, partners of the Company or other persons, who have access to the Widget and/or API interface through the Company; or

14.2.2.6.the Company violates or fails to comply with any applicable law, regulation or any order issued by a competent court or government authority.

14.3.The Parties may terminate the Agreement by mutual agreement.

15.Data Protection

15.1.If the Company provides Mercuryo with Users’ personal data, the Parties shall comply with the data processing procedure specified in this Section.

15.2.General Requirements. The Parties acknowledge in processing the Personal Data in the context of the Agreement that Mercuryo acts as the Data Processor/Subprocessor and Company - as the Data Controller/ Data Processor of such Personal Data.

15.3.The Parties shall process the Personal Data only for the purposes of providing the Services in the context of the Agreement.

15.4.Each Party agrees that, in the performance of its obligations under this Agreement, it will comply with the applicable Data Protection Law.
Each Party warrants and undertakes to the other Party that, to the extent permitted by the applicable laws of the country of its incorporation:

15.4.1.it will, and its authorized persons will, process Personal Data solely for the purpose of complying with the Party’s obligations hereunder;

15.4.2.it shall not disclose or transfer, or process Personal Data save in accordance with the data protection laws of the country in which the respective Party is incorporated; and

15.4.3.upon reasonable request of the other Party, the first mentioned Party will submit its Personal Data processing facilities and documentation, for reviewing or auditing by the other Party (or an independent inspection agent or auditor selected by the other Party), to ascertain compliance with this clause;

15.4.4.each Party may appoint any third party to process the Personal Data (Subprocessor) and is ensuring that agreement with any subprocessor will be signed with the same level of Personal Data protection which is applicable to each Party. Each Party remains liable for the performance of any Personal Data Processing operations transferred to the Subprocessor. Party appointing a Subprocessor shall in writing inform other Party with no delay on Subprocessor appointment.

15.5.Either Party shall immediately notify each other and fully cooperate if it becomes aware of or suspect any breach of any Data Protection Law and shall, as soon as reasonably practicable, seek to identify and remedy the source of such breach.

16.Choice of Law and Place of Jurisdiction

16.1.The Agreement will be governed by and construed in accordance with English law, and all claims and disputes between the Parties or any of them arising out of or in connection with this Agreement will be determined in accordance with the laws of England.

16.2.Each Party submits to the exclusive jurisdiction of the competent court of law in England in relation to all claims, disputes, differences or other matters arising out of or in connection with this Agreement.

17.Notices

17.1.The addresses for service of a notice are as follows:

17.1.1.Mercuryo:
Address:  810 Quayside Drive, suite 205, New Westminster, BC V3M 6B9, Canada
Email: support@mercuryo.io

17.1.1.Company:
Address and Email shall be identified in Application.

17.2.Parties can use Account as communication channel. All notices sent to the Party using the Account shall be regarded as serviced through communication channels specified above.

18.Amendments to the Terms

18.1.Mercuryo has the right to unilaterally amend and/or supplement conditions of the Terms by following the notification procedure set forth in the present Terms.

18.2.The Company has no right to change and/or amend conditions of the Terms unilaterally.

18.3.If the Company does not agree to the amendments made or supplements of the Terms, it has the right to refuse use of the Services and terminate the Agreement notifying Mercuryo thereof thirty (30) days in advance.

18.4.The Company acknowledges that notifications sent by Mercuryo via the Account or to the email address registered with the Account, as the case may be, shall be deemed as properly provided.

19.Concluding provisions

19.1.The Company concludes the Agreement voluntarily, herewith the Company:

19.1.1.has fully read the terms of the Agreement;

19.1.2.fully understands the subject of the Agreement and the terms and conditions of the Agreement;

19.1.3.fully understands the significance and consequences of their actions regarding the conclusion of the Agreement;

19.1.4.has fully read and understands all commissions and fees applied by Mercuryo and charged to the Company or its Users.

19.2.The Company may not assign or transfer its rights or obligations under the Agreement, in whole or in part, to any third party without the prior written consent of the Mercuryo. Any such assignment or transfer without the prior written consent of the Mercuryo is null and void and shall constitute a material breach of the Agreement.

19.3.Whenever possible, the provisions of the Agreement shall be interpreted to be valid and enforceable in accordance with applicable law. However, if one or more provisions of the Agreement are declared invalid, illegal or unenforceable (in whole or in part), the remaining provisions and provisions of the Agreement will not be affected and will continue to operate in full force.

19.4.A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and signed by the person waiving such right or remedy and shall not be deemed a waiver of any subsequent right or remedy.

19.5.The Agreement has been entered into on the date of the approval of the Application by Mercuryo by countersigning of written Application or by opening of the Account.