These Terms and Conditions (“Terms”) govern the use of the USD Accounts provided by AstroPay Global (IOM) Limited (“AstroPay”, “we”, ”us”, ”our”) and facilitated by Atomic Entity (”Atomic”, ”Service Provider”). By accessing or using these USD Accounts, you (“you”, ”your”) agree to comply with and be bound by these Terms. The services described in these Terms are facilitated by Atomic as the service provider for AstroPay.
These Terms are also complemented by the AstroPay Terms and Conditions (the “General Terms”) accepted by you for the usage of your Astropay Wallet.
In the event of any inconsistency or discrepancy between these Terms and the General, these Terms shall prevail, followed by the General Terms.
By using the USD Accounts, you acknowledge that you have read, understood, and agree to be bound by these Terms and the General Terms.
1. Definitions
FBO Account: A pooled account held by AstroPay for the benefit of the Users, which is not a personal account held in the User's name. While the account is pooled, the transaction instructions will always reflect the User’s details.
Transfer Instructions: The set of details and authorizations provided by the bank to the client, specifying the recipient's account details, transaction amount, and any relevant routing codes such as ACH, SWIFT or Wire.
Transfer Services: The suite of financial services provided by AstroPay that enables Users to send and receive funds through ACH, SWIFT, Wire, and/or any other method or rail AstroPay may enable from time to time for USD Accounts. These Transfer Services allow Users to send and receive payments through USD Accounts made available by AstroPay, with Atomic facilitating the process.
USD Account: A designated account assigned to a single User for facilitating transfers in USD. This account is not a personal account held in the User's name but serves as a transaction gateway where the User's details are reflected in all Transfer Instructions to ensure proper identification.
2. Services Provided
Upon your request through our Website & App, your acceptance of these Terms, and your compliance with our KYC standards, AstroPay will facilitate you with the provision of a USD Account and one or more Transfer Instructions. These Transfer Instructions will be used for sending and receiving funds in USD.
2.1 Sending Funds Using USD Accounts
Users may initiate outgoing transfers from their Wallets, subject to documentation and limits set by AstroPay. AstroPay will debit the User’s Wallet and transfer the corresponding funds to the designated recipient using the Transfer Instructions. The USD Account made available to facilitate the Transfer Services will always remain with a 0 balance and will be used exclusively to send the funds. The User’s name will be included in the transaction details as the sender, ensuring proper identification. By initiating a transfer, the User agrees that the funds will be deposited into the account held by AstroPay with Atomic for the purpose of executing the transaction.
2.2 Receiving Funds Using USD Accounts
Funds sent to a User through the Transfer Services, will be deposited into the pooled FBO account managed by AstroPay. These funds will subsequently be credited to the User's Wallet in an equivalent amount. The USD Account made available to facilitate the Transfer Services will always remain with a 0 balance and will be used exclusively to receive the funds. The User’s name will be reflected as the payee in the transaction details. By initiating a transaction, the User agrees that any incoming funds will be deposited into the account held by AstroPay with Atomic for processing before being credited to the User’s Wallet.
2.3 FBO Account
The FBO account is a pooled account managed by AstroPay for the benefit of Users. While the account is pooled, the instruction for each transaction will reflect the details of the individual User. This ensures that the User’s name is properly identified in all Transfer Instructions.
The available funds associated with your AstroPay USD Account are owned by you and held by AstroPay in a custodial brokerage account for the sole benefit of customers at a custodian selected by AstroPay. AstroPay combines your funds with the funds of other AstroPay Users in a custodial brokerage account and invests those funds in a cash sweep program. AstroPay owns the interest on these investments. You are aware that you will not receive any interest or other return on funds held in the custodial brokerage account and you agree that any earnings on funds in the custodial brokerage account belong to AstroPay. These pooled amounts are held apart from AstroPay's corporate funds, and AstroPay will neither use these funds for its operating expenses or any other corporate purposes nor will it voluntarily make these funds available to its creditors in the event of bankruptcy.
When AstroPay deposits funds into a custodial brokerage account AstroPay maintains for the benefit of AstroPay Users, AstroPay will hold the funds as your agent and custodian, and you will be the ultimate beneficial owner of the funds. Your funds in the custodial brokerage account are not eligible for protection by the Securities Investor Protection Corporation (SIPC) and are not insured by the Federal Deposit Insurance Corporation (FDIC). If you would like more information about the cash sweep program or the program banks, please contact AstroPay.
3. User Obligations
Users must comply with all Applicable Laws, regulations, and policies (including United States financial regulations) when using the USD Accounts and the Transfer Services. Users are responsible for performing necessary compliance checks and screenings, adhering to all anti-money laundering and terrorist financing regulations.
4. Fraud Prevention and Security
4.1 User Authentication
AstroPay may implement any type of security measures to verify the identity of Users and protect against unauthorized access. Users are required to comply with such security measures and shall be responsible for any breach of security resulting from their failure to do so.
4.2 Suspicious Activity Monitoring
AstroPay reserves the right to monitor all transactions for suspicious activity. Any transactions deemed suspicious may be delayed, blocked, or reversed at AstroPay's sole discretion. Users agree to cooperate with any investigation related to such activities.
4.3 Security Breach Notification
In the event of any security breach affecting User data or funds, AstroPay will promptly notify the affected Users and take necessary steps to mitigate the impact of the breach. Users must immediately report any suspected security breaches or unauthorized access to their USD Accounts.
5. Compliance and Regulatory Requirements
5.1 Know Your Customer (KYC) and Anti-Money Laundering (AML)
Users must comply with all KYC and AML requirements as stipulated by AstroPay. AstroPay reserves the right to request additional documentation or information to verify the identity of Users and the legitimacy of their transactions.
5.2 Sanctions and Export Control
Users must ensure that their use of the USD Accounts and the Transfer Services does not violate any applicable sanctions or export control laws. AstroPay reserves the right to terminate or suspend the USD Accounts and the Transfer Services if any such violations are detected.
6. Force Majeure
6.1 Force Majeure Events
AstroPay shall not be liable for any delay or failure in the performance of its obligations under these Terms if such delay or failure is due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, natural disasters, strikes, or interruptions in internet or communications services.
6.2 Notification and Mitigation
In the event of a force majeure occurrence, AstroPay will promptly notify Users of the nature and expected duration of the event and take reasonable steps to mitigate its impact.
7. Indemnity
Users agree to indemnify and hold harmless AstroPay, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or in any way connected with: Users’ access to or use of the USD Accounts and the Transfer Services.
- Any violation of these Terms by the User.
- Any breach of applicable laws or regulations by the User.
- Any dispute between the User and a third party, including Customers.
- Any unauthorized or fraudulent use of the USD Accounts and the Transfer Services.
- Any claims or actions from third parties, including Customers, related to the User’s use of the USD Accounts and the Transfer Services.
8. Limitation of Liability
8.1 Direct Damages.
If we fail to comply with these Terms, we shall be responsible for loss or damage you suffer that is a result of our breach of these Terms or our negligence, but we shall not be responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us when you activated your USD Accounts or when requested the Transfer Services. We do not in any way exclude or limit our liability for:
Death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors.
Fraud or fraudulent misrepresentation.
8.2 Indirect Damages Disclaimer
Except as provided in Clause 8.1, we shall not be liable under or in connection with these Terms for:
Any loss of profits, business, revenue, or savings (actual or anticipated), loss of agreements or contracts, loss of opportunity, loss of data, or loss of, or damage to, goodwill or reputation, to the extent that is caused by a failure in the USD Accounts or in the Transfer Services
8.3 Liability for Unauthorized Transactions
Except as provided in Clause 8.1, we shall not be liable for losses relating to any unauthorised transactions resulting from the use of lost or stolen USD Account details or misappropriation of your USD Account, except to the extent that the relevant loss is caused by our breach of these Terms or our failure to authenticate a transaction in accordance with our then published authentication documentation. Otherwise, as set out in the preceding sentence, you shall be liable for losses relating to any unauthorised transactions resulting from the use of lost or stolen USD Account details or misappropriation of your USD Account.
8.4 Liability for Unforeseeable Events
Notwithstanding Clause 8.6, and except as provided in Clause 8.1, we shall not be liable for any unauthorised or incorrectly executed transactions in the event that the transaction was affected by abnormal and unforeseeable circumstances beyond our reasonable control or where we acted in accordance with a legal or regulatory obligation.
8.5 Rights to Freeze or Offset
Notwithstanding anything to the contrary in this Agreement, we have the rights to (i) freeze the funds transferred to your USD Account and refuse to transfer funds out of your USD Account; or (ii) offset any funds in your USD Account by using your balance in a different currency, if:
AstroPay, acting reasonably, determines that doing so: (i) is likely necessary or prudent to: (1) comply with Applicable Law; or (2) preserve or protect AstroPay’s legal rights or remedies; or (ii) would likely assist with an investigation by AstroPay or any governmental authority; You have breached this Agreement; or You have any unsatisfied debts, obligations, or liabilities to AstroPay.
8.6 Technical Issues and Improper Conduct
Situations, such as internet connectivity issues, latency, or other technical errors, may arise that could cause transactions on AstroPay to not reflect usual business rules accurately. You shall not take advantage of these situations or other errors, bugs, or malfunctions of the Services, or otherwise take any abusive or manipulative trading actions that would provide you with undue commercial advantage or would otherwise not be in good faith. If AstroPay, acting reasonably, determines that you have breached this Clause, AstroPay may: (a) reverse all transactions that are related to such breach; (b) cancel any transaction that is related to such breach; (c) suspend or close your USD Account; or (d) freeze and set-off accordingly any funds available.
8.8 Survival
This Clause shall survive the cancellation of these Terms.
9. Data Protection
Users agree to AstroPay’s collection, use, and sharing of their personal information as described in the Privacy Policy. Users must comply with all applicable data protection laws and regulations in their use of the USD Accounts and the Transfer Services.
10. Termination and Suspension
AstroPay reserves the right to terminate or suspend access to the USD Accounts and the Transfer Services at any time, with or without notice, for any reason, including but not limited to a breach of these Terms, or the General Terms. Upon termination, Users must immediately cease all use of the USD Accounts and the Transfer Services and return or destroy all confidential information obtained through the services.
11. Governing Law
These Terms shall be governed by and construed in accordance with the laws of Isle of Man. Any disputes arising out of or relating to these Terms shall be resolved in the courts of Isle of Man.
12. Amendments
AstroPay reserves the right to amend these Terms at any time. Users will be notified of any changes, and continued use of the USD Accounts and the Transfer Services constitutes acceptance of the amended Terms.
13. Miscellaneous
13.1 Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
13.2 Waiver
The failure of AstroPay to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
13.3 Entire Agreement
These Terms constitute the entire agreement between AstroPay and the User regarding the use of the USD Accounts and the Transfer Services and supersede all prior agreements between the parties regarding the subject matter herein.
13.4 Assignment
Users may not assign or transfer any of their rights or obligations under these Terms without the prior written consent of AstroPay. AstroPay may assign or transfer its rights and obligations under these Terms without restriction.
13.5 Complaints handling
If you wish to make a complaint or a question about the USD Accounts, You can email us at support@astropay.com, with brief details of your complaint and the phone number and email address associated with your AstroPay Account or request our complaint form and send to our service email address on the form.
13.6 Notices
You accept and agree that we may serve notices to you in writing to the email address and/or mobile number linked to your AstroPay Account. You may amend the same from time to time. You agree that we may provide you with notices and other disclosures in connection with your USD Account by email or by posting notices on the website or mobile app.
