T&C Agreement (IOM)

IMPORTANT INFORMATION: These terms and conditions (“Terms”) govern the use of the Services (as defined below), which are provided by AstroPay Global (IOM) Limited, an Isle of Man limited company with registered office at 2nd Floor, Hilary House, Prospect Hill Douglas, Isle of Man, IM1 1EQ and license number FSA 1399 (“we”, “us” “our” “AstroPay” or “Provider”) to any person whose application we approve (“you” or “your”).

By activating your Wallet (as defined below) with us, you confirm that you have read, understood, and agree to these Terms. We recommend that you print a copy of these terms for future reference.

These Terms refer to the following additional terms, which also apply to your use of the Services:

1. Our Privacy Policy, which sets out the terms on which we process your personal data. You agree that any and all personal data provided by you is accurate.
2. Our Cookie Policy which sets out information about the cookies used on our website and Web & Mobile App.

1. Definitions and Interpretation‍
   1. In these Terms, capitalised words and expressions have the following meanings, unless otherwise stated:

‍

1. 2. In these Terms:
   1. References to “include” or “including” do not limit the generality of any preceding words and are to be construed without limitation;
   2. References to a “person” include any individual, company, partnership, joint venture, firm, association, trust, government authority or other body or entity (whether or not having separate legal personality);
   3. The headings are inserted for convenience only and do not affect the construction of these Terms; and
   4. Unless the context otherwise requires, words in the singular include the plural and vice versa and a reference to any gender includes all other genders.‍
2. Changes to these Terms‍
   1. We may, in our sole discretion, update or amend these Terms from time to time. Every time you wish to use our Services, please check these Terms to ensure you understand the terms that apply at that time. If you do not accept these Terms, now or as amended, you may discontinue your use of the Web & App and the Services by terminating this Wallet Terms in accordance with Clause 11 below; provided, that any continued use of the Web & App or the Services will constitute your agreement to have these Terms govern your use and any Transactions connected with your use.
   2. Notice of any updates and amendments to these Terms will be given to you through the Web & App or by notification by email at least two (2) months in advance. By continuing to use our Services after that two (2) month period, you agree to be bound by the updated or amended terms.
   3. In some instances, we may change this Agreement immediately. Changes to this Agreement which do not require two (2) months’ notice or are (1) more favorable to you; (2) required by law; (3) related to the addition of a new service, extra functionality to the existing Service; or (4) changes which neither reduce your rights nor increase your responsibilities, will come into effect immediately if they are stated in the change notice. 
3. ‍Registration and Eligibility‍
   1. You may register for an Account via the Web & App or other means that we may in the future prescribe. If you choose to register for an Account, you agree to provide us with true, accurate, current, and complete information about yourself, and update us if there are any changes to that information or data.
   2. You affirm that you are legally deemed as having full capacity and/or you are at least 18 years of age.
   3. Your Wallet will not be activated unless we have been provided with the required information so that we may identify you, verify your age, and comply with all applicable know-your-customer (“KYC”) requirements. We shall keep records of the information and documents you provide in accordance with our Privacy Policy and all applicable legal and regulatory requirements.
   4. We reserve the right to not accept your application for an AstroPay Account and we are not obliged to provide the reason for declining your application. 
   5. If we have reasonable grounds to suspect that any information you have provided to us is untrue, inaccurate, or incomplete, we may suspend or terminate your Account and refuse any and all current or future use of the Services by you.
   6. Your eligibility to access certain Services may depend on the country in which you reside or are based from time to time. You shall not attempt to access or make use of the Services from or in any jurisdiction where such access or use is prohibited by Applicable Laws.
4. ‍Services‍
   1. We will provide the following services to you (collectively, the “Services”) in accordance with these Terms:
      1. Providing and maintaining the Web & App;
      2. Exchanging funds received from you by us for E-Money and exchanging E-Money contained in your Wallet for funds to be paid to you;
      3. Hosting a digital Wallet account enabling you to store E-Money issued by us in accordance with the Isle of Man Regulations and Class 8 license for Money Transmission Services (Sub-classes (2)(a) and (4));
      4. Managing Transactions in your Wallet, including tracking and messaging additional information;
      5. Certain payment services enabling you to send and receive E-Money; 
      6. Other means of using our platform to enable Transactions with other Users as may be offered in the future, and related services; and
      7. Other means of using our platform to invest your E-Money. ‍
5. Access to your Account and use of the Services‍
   1. You may access your AstroPay Account through the Web & App. From there, you will be able to see your Wallet and Account history, transaction activity, and view and edit your personal details. 
   2. You should check your Wallet and Account history and Transaction activity regularly and contact us immediately in relation to any irregularities or inquiries. We shall not be liable for any Losses that result from any inaccurate information you provide.
   3. To the extent that you are required to separately on-board with any Merchant Operator, you acknowledge and agree that we shall not be required to authorise any Transactions with that Merchant Operator unless and until you are separately on-boarded as required by them. You take full responsibility for ensuring that you are on-boarded with the relevant Merchant Operator prior to attempting to make a Transaction with that Merchant Operator using your Wallet.
   4. The value of each outbound Transaction will be deducted from your Available Balance and the value of each inbound Transaction will be credited to your Available Balance. You must ensure that you have a sufficient Available Balance from time to time to pay for your outbound Transactions and any Fees relating to those outbound Transactions.
   5. If for any reason (a) an outbound Transaction that you request, or (b) the deduction of applicable Fees would result in your Wallet having a negative balance, we will not process that outbound Transaction. Not processing an outbound Transaction in the circumstances described in this Clause 5.5 will not constitute a breach of these Terms.
   6. We may refuse to authorise any Transactions or use of the Services that could breach these Terms, or if we have reasonable grounds for suspecting that you or a third party have committed or are planning to commit fraud or any other illegal or unauthorised use of the Services. Nevertheless, we are not a party to any Transactions, and, as further set forth in Clause 13 below, we disclaim any liability for any failures, breaches, acts or omissions of the Merchant Operator in connection with the Transactions.
   7. You are solely responsible for resolving any disputes you may have with Merchant Operators in connection with Transactions or otherwise. We may, but we are not required, to assist you in your dispute with a Merchant Operator. If we elect to assist you in a dispute with a Merchant Operator or User, you hereby acknowledge that such assistance shall not constitute a waiver of any provision of these Terms, including this Clause 5.7 or Clause 13.
   8. Your ability to use or access the Services or your Wallet may occasionally be interrupted, for example, if we need to carry out maintenance on our systems. Please contact us in accordance with Clause 15 if you wish to report any issues.
   9. You agree:
      1. To only use the Services for lawful purposes and to adhere at all times to all Applicable Laws and these Terms;
      2. Not to attempt to discover any source code included in the Web & App, upload to our systems any malware, viruses or other unauthorized object code or source code, or otherwise disrupt or interfere with the conduct of the Service; and
      3. Not to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Web & App in whole or in part, except to the extent permitted by Applicable Law.
6. ‍Loading your Wallet‍
   1. Following activation of your Wallet, you will be able to use funds to load E-Money to your Wallet (“Loading Transaction”). We may ask you to answer security questions or to complete other activities that we may reasonably require to ensure proper authorisation of a Loading Transaction. Unless otherwise expressly agreed pursuant to a separate Service, we will not extend you credit.
   2. To initiate a Loading Transaction, you must log into your Account through the Web & App by using your Wallet details and follow the relevant instructions. The payment method for loading E-Money to your Wallet will depend on the country in which you reside.
   3. For a list of the permitted methods for Loading Transactions in your country of residence, please visit our Web & App. Please note that we may change this list at our sole discretion from time to time. The execution of your payments by third-party payment providers in order to load your Wallet with E-Money is not part of our Services. We do not guarantee your ability to use any particular third-party payment provider to complete a Loading Transaction and we may discontinue accepting payments processed by any such third-party payment provider at any time in our sole discretion.
   4. We reserve the right to suspend or cancel your Wallet in the event of any chargeback or fraud that occurs during any Loading Transaction or any other Transaction. In the event that any chargeback or fraud results in a negative balance on your Wallet, you are required to perform an additional Loading Transaction to load your Wallet with sufficient funds immediately. We reserve the right to send you reminders or to take other debt collection measures, and we may charge a Fee in connection with any debt collection or enforcement measures.
   5. If you believe that you did not Authorise a particular Transaction, or that a Transaction was incorrectly executed you should contact us at support@astropay.com.
   6. In relation to an unauthorised or incorrectly executed Transaction or deduction you must contact us without undue delay (i.e., as soon as you become aware of the problem). We will not be held liable for any Transaction that was unauthorised or incorrectly executed if you have failed to contact and notify us without undue delay (in these circumstances you may be held liable). You should also confirm the disputed Transaction by contacting us through our communication channels or writing us via email at support@astropay.com setting out full details of the Transaction and your reason for disputing it.
   7. You must provide us with all receipts and information that are relevant to your claim.
   8. Subject to you notifying us without undue delay, we shall refund you the amount of any Transaction not Authorised by you immediately.
   9. If we subsequently establish that the Transaction was Authorised by you, or you have acted fraudulently or have with intent or gross negligence failed to keep your Account security details safe, we may deduct the amount of the Transaction from your Available Balance. If you do not have sufficient Available Balance for the deduction, you must repay us the amount immediately on demand.
   10. If you have acted fraudulently or have with intent or gross negligence failed to keep your Account security details safe, you will also be liable for all losses we suffer in connection with the unauthorised Transaction, including but not limited to the cost of any investigation we carry out in relation to the Transaction.
   11. Except where you have acted fraudulently (in which case you will be liable in full), you will not be liable for any losses if: you have notified us about the unauthorised Transaction in accordance with Clause 6.6. above, or we failed to provide an appropriate means of notification, or where the unauthorised Transaction was not carried out face to face.
   12. Unless already covered in Clause 6.10 and 6.11 above, you will be liable for losses up to a maximum of the equivalent of £35 in the case of unauthorised Transactions resulting from the loss or theft of your Account security details, or, where you have failed to keep your Account security details safe, their misappropriation.
   13. Our processing of all Loading Transactions will be subject to our usual fraud, money laundering, and other operational and customer service checks. Accordingly, there may be delays in the time required for E-Money to appear in your Wallet once you have performed a Loading Transaction. Unless we expressly state otherwise, we shall not act as a merchant in relation to any Transaction.
   14. You must not load your Wallet through a debit card or other payment instrument or a payment account if you are not the named holder of that payment instrument or account. Any attempt to use a payment instrument or account of which you are not the named holder will be considered a fraudulent act. Without prejudice to claiming further Losses, if we are required to return funds loaded from a payment instrument or account that is not in your name, we may charge a Fee.
   15. You accept and agree that a Loading Transaction made in a currency other than USD will be converted into USD by the Web & App at the rate of exchange displayed on the Web & App at the time of that Loading Transaction (please see our website for details of the source of the exchange rates used by the Web & App from time to time). You accept that such conversion shall be entirely at your own cost and risk, including the result of any fluctuation or difference between the rate of exchange displayed on the Web & App at the time of the Loading Transaction and at the time of the redemption request.
   16. If you perform a Loading Transaction by debit card, your payment information will be stored securely in accordance with Applicable Laws. All credit/debit card information is protected according to PCI_DSS regulations, where all cardholder data and/or sensitive authentication data is processed by a certified PCI DSS service provider Level 1. We do not store, transmit nor process cardholder data and/or sensitive authentication data, restricting interactions to only tokenized information.
   17. Your Wallet is not a deposit account, which means that your funds will not be protected by the Isle of Man Depositors’ Compensation Scheme Isle of Man Financial Services Authority Rule Book 2016. However, we will hold funds received in a designated safekeeping account with a regulated financial institution in accordance with Isle of Man Financial Services Authority Rule Book 2016 (as amended 2019) (C.S. 3.37), and those funds will not be used by us other than on your instructions in connection with your Wallet. Your Wallet does not grant or accrue any interest or bonuses related to the duration of time that you hold E-Money with us.
   18. Users are specifically prohibited from using AstroPay Vouchers in sites that are prohibited businesses as per their local laws. Any non-compliance with the aforementioned shall be considered a breach of these terms and conditions.
7. ‍Using your Wallet‍
   1. In order to open your Account and use the Wallet, we shall charge you the fees as set out in our Web & App from time to time. As that fees may be amended from time to time in accordance with this Clause (the “Fees”), you agree that any Fees and other amounts due and payable to us under these Terms may be deducted from your Wallet without further notice. We further reserve the right to change our Fees upon two (2) months’ notice given to you through the Web & App or by email prior to such changes going into effect. 
   2. When managing your Wallet, You are responsible for:
      1. The use of your Wallet;
      2. Ensuring that your use of the Services or access to your Account complies fully with these Terms; 
      3. The safekeeping of your username and password for your Account and Wallet; and
      4. Not sharing your username or password with anyone. If you disclose your username or password to anyone, you are responsible and liable for their access, use, or misuse of your Wallet.
   3. If your username, password, or other Wallet details are lost, stolen, or compromised, or you believe a third party has unauthorised access to your Wallet, you must contact us immediately in accordance with Clause 15. We will take reasonable steps to stop unauthorised use of your Wallet, which may include suspending or canceling your Wallet or otherwise suspending access to the E-Money.
   4. You may request a withdrawal of your funds. You are eligible to initiate a withdrawal from your Wallet to your linked bank account or credit card once your Account has been verified in accordance with our verification procedures and in accordance with the following:
      1. In order to request a withdrawal, You may choose between different withdrawing methods that may be available in your jurisdiction;
      2. Withdrawal limits may apply to each transaction and may vary based on factors such as User Account status, transaction history, and jurisdictional regulations. You are advised to refer to our platform for specific information regarding withdrawal limits;
      3. Withdrawal requests will be processed within the stipulated processing time, as detailed on our platform. However, please note that external factors such as bank processing times or technical issues may occasionally cause delays;
      4. Withdrawal requests may be subject to applicable withdrawal fees, which will be clearly stated on our platform. You are responsible for understanding and acknowledging these fees before proceeding with a withdrawal;
      5. If the withdrawal involves currency conversion, exchange rates may be applied at the time of the withdrawal; 
      6. You may be required to provide additional verification or security measures to authorize a withdrawal, including but not limited to one-time passwords (OTPs), security questions, or other authentication methods; and
      7. Once a withdrawal request has been submitted and processed, it may not be reversed. You are advised to review withdrawal details carefully before confirming the transaction.
8. ‍Changes to your Account details‍
   1. You must notify us immediately of any change in your Account details. We cannot guarantee proper performance of the Services in the event the Account details you have provided are not accurate or become inaccurate. We disclaim all liability for any Losses that may result from such inaccuracies. You can notify us by contacting us in accordance with Clause 15, and we may require you to confirm such notification in writing or through other factors of authentication (which may include messages or calls to your mobile phone, or confirmation mail to your physical address). You will be liable for any Loss that directly results from any failure to notify us of any change. In order to verify a new address, you must provide any proof that we require.
   2. We reserve the right at any time to seek verification as to your identity and address (for example, by requesting relevant original documents), including for the purposes of preventing fraud and/or money laundering. In addition, at the time of your application or at any time in the future, we may perform, in connection with your Account, electronic identity verification checks either directly or using relevant third parties. You agree to provide us with the information we request for purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime, and we will keep a record of such information in accordance with our Privacy Policy. If you fail to provide the requested information, we reserve the right to suspend your Account pending receipt and verification of that information.
9. ‍Proprietary Rights‍
   1. All rights, title, and interest in, and to, the Intellectual Property Rights subsisting in, or embodied by, the Web & App, the Services, any proprietary software or other technology required to operate the Web & App or the Services, and any modifications or improvements thereto, including any derivative works, are retained by us and protected under applicable Intellectual Property Rights.
   2. By activating your Account, we grant you a limited permission to use the Web & App solely for the purpose of benefiting from the Services in accordance with these Terms. In particular and without limitation, this permission does not grant you the right to create, author, or invent any modifications or improvements to, or derivative works of, the Web & App. We may suspend or terminate this permission in accordance with Clause 11. Notwithstanding the foregoing, nothing in these Terms grants you any permission or right to use our trademarks, service marks, trade dress, slogans, logos, or other indicia of origin.
   3. If you submit any ideas, suggestions, or other feedback to us about the Web & App or the Services, you grant us the right to use or disclose such feedback without any further obligation to you. All rights not expressly granted to you under these Terms are reserved by us.
10. ‍Right to cancel‍
    1. You have the right to cancel your Account and these Terms for any reason within a ‘cooling-off’ period of fourteen (14) days from the date on which your Wallet is registered. You must contact us within this fourteen (14) day period and inform us that you wish to withdraw from these Terms and you must not make any Transactions. We will then cancel your Wallet and reimburse your Available Balance to you within fourteen (14) days of our receipt of your cancellation request.
    2. If you fail to exercise your right to cancel under Clause 10.1, then these Terms shall remain in full force and effect in accordance with Clause 2.1.
11. ‍Termination and Suspension‍
    1. If you wish to terminate these Terms (i.e., your Account) at any time, you must inform us of your wish to terminate through the Web & App or by notifying us in accordance with Clause 15. 
    2. We may terminate these Terms (i.e., your Wallet or the provision of the Services) for any reason by giving you two (2) months prior notice.
    3. We may also terminate or suspend your Wallet or your use of the Services or terminate these Terms immediately, as well as debit the funds available in your Available Balance, in the event that:
       1. we believe that you have used or are likely to use the Services, or allow them to be used, in breach of these Terms or that you are misusing the Services or acting abusively;
       2. we believe that you are in any way involved in any fraudulent activity, money laundering, terrorism financing, other criminal activity, other breach of Applicable Law, or if we have any other security or legal or regulatory compliance concerns;
       3. we believe that you have provided false or misleading information;
       4. we believe that you are involved in any dispute or disagreement with any Merchant Operator or User whether that dispute or disagreement relates to the Services or otherwise;
       5. we are unable to verify your identity or any other information pertaining to you, your Account or a Transaction;
       6. we are required to do so in accordance with our legal and regulatory obligations under Applicable Law; or
       7. we cease to be authorised to provide the Services.
    4. If there have been no Transactions on your Wallet for a period of at least one (1) year, we reserve the right to close your Account and these Terms. We will give you two (2) months’ notice.
    5. Upon termination of these Terms and closure of your Account in accordance with this Clause 11, all pending Transactions will be processed and, if your Wallet has a positive balance, we will redeem your unused funds, within thirty (30) Business Days:
       1. Of the date on which you inform us of your wish to terminate these Terms (i.e., your Account); or
       2. on which termination otherwise occurs in accordance with this Clause 11.
    6. Upon termination of these Terms, unless otherwise expressly stated in Clause 13, the provisions of Clause 13 shall apply in such circumstances.
    7. Upon termination of these Terms for any reason, we may continue to process your personal data in accordance with the terms of our Privacy Policy and Cookie Policy, as applicable, in accordance with data protection legislation.
    8. The Terms in effect as of the date of the termination will survive and continue to apply to any aspects of your use of the Web & App or the Services prior to termination, including your Wallet information, your Available Balance, any outstanding Transactions, and any relationship between you and a Merchant or User formed with the assistance of the Web & App or the Service.
    9. We may retain your funds after closure to the extent up to one (1) year (or for the time we reasonably require) to protect us and/or any third party against the risk of reversals, fees, fines, penalties, and other liabilities of whatever nature. After this time, you will be able to withdraw any undisputed funds that we are holding. Please Contact Us if you have any questions about funds held in your account on closure.
    10. The termination or expiry of these Terms for whatever cause shall not affect any provision of this Agreement which is expressed or by implication intended to survive or operate in the event of termination or expiry of the Agreement, including but not limited to Clause 7, Clause 9, Clause 11, Clause 12 and Clause 13.
12. ‍Redemption‍
    1. We will redeem, either in part or in full, the monetary value of the Available Balance on your Wallet, at any time, at par value, following instructions given by you to do so and subject to your payment of any applicable Fees and the remainder of this Clause 12.
    2. We reserve the right to carry out any necessary money laundering, terrorist financing, fraud, and other illegal activity and operational checks before authorising any redemption or transfer of funds to you, including returning any funds after the termination of these Terms. Accordingly, there may be delays in the time between our receipt of your redemption request and your receipt of the relevant funds.
    3. We do not guarantee the availability of any particular redemption method using a particular payment service provider and may make changes to or discontinue a particular redemption method at any time as long as there is at least one redemption method available to you. Where the redemption is received by you through the involvement of a payment service provider (e.g., the bank where you hold the beneficiary bank account), we shall not be responsible for the redemption payment once the funds are received by your payment service provider.
    4. We will generally charge a Fee when you require redemption either in full or in part of the Available Balance on your Wallet, before the termination of these Terms (other than if you cancel during the ‘cooling-off’ period pursuant to Clause 11).
    5. After we have approved the redemption of your funds, you must ensure that the payment details for the transfer are accurate and complete. Where you provide us with incorrect details, we will not be held liable for funds sent to the incorrect payment account or instrument. We reserve the right to charge you a Fee in the event that you request our assistance in retrieving money from an incorrect payment account or instrument and transferring that money to the correct payment account or instrument.
    6. You must be the named account holder of the account to which you instruct us to transfer the funds in the case of a redemption request. A breach of this requirement shall be treated as a breach of these Terms and/or a fraudulent act without prejudice to our right to claim further Losses. If we are required to investigate a redemption for the transfer of funds to a payment account or instrument that is not under your name, we reserve the right to charge you a Fee.
    7. You accept that all redemption requests will be made in USD and via a bank transfer to a designated account. In the instance where the redemptions are made to an account that is in another currency except USD, you accept and agree that the amount to be redeemed will be converted from USD by the Web & App to the applicable currency at the rate of exchange displayed on the Web & App at the time of that redemption request (please see our website for details of the source of the exchange rates used by the Web & App from time to time). You accept that such conversion shall be entirely at your own cost and risk, including the result of any fluctuation or difference between the rate of exchange displayed on the Web & App at the time the inbound Transaction or Loading Transaction is made and at the time of the redemption request.
    8. If, following any redemption, outbound Transactions are found to have been made or if Fees incurred using your Wallet exceed your Available Balance, we will notify you of any such outstanding amounts, and you shall pay any such amounts to us on demand.
13. ‍Rights and Liabilities‍
    1. 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 Wallet.
    2. We do not in any way exclude or limit our liability for:
       1. death or personal injury caused by our negligence; or the negligence of our employees, agents or subcontractors;
       2. fraud or fraudulent misrepresentation;
       3. (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 (including as a result of your inability to participate in any services or offerings of a Merchant, to the extent that is caused by a failure in the Web & App or the Services or delays in the time required for E-Money to appear in your Wallet once you have performed a Loading Transaction or a Merchant Operator has authorised an inbound Transaction;
       4. any Losses in connection with the rights, privileges, licenses, goods or services that are purchased with your Wallet from a Merchant Operator or the terms on which they are provided by a Merchant Operator;
       5. if a Merchant Operator or User refuses to accept an outbound Transaction or other payment; or
       6. any failure of a Merchant Operator or User to remit value to you, in E-Money or otherwise.
    3. Except as provided in Clause 13.1, 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 (including as a result of your inability to participate in any goods, services or offerings of a Merchant Operator, to the extent that is caused by a failure in the Web & App or the Services or delays in the time required for E-Money to appear in your Wallet once you have performed a Loading Transaction or a Merchant Operator has authorised an inbound Transaction);
    4. You are solely responsible for your interactions with the Merchant Operator or User. Subject to Clause 5.3, we reserve the right but have no obligation, to monitor or mediate any disputes between you and any Merchant Operator or Users.
    5. Except as provided in Clause 13.1 and subject to Clause 13.2, where we have incorrectly and due to our fault:
       1. deducted amounts from your Available Balance, our liability shall be limited to payment to you of an equivalent amount; or
       2. credited to low an amount to your Available Balance, our liability shall be limited to payment to you of an incremental amount that ensures you have received the correct amount due, provided that, in each case, if we subsequently establish that the refunded or incremental credited amount had been correctly deducted or credited (as the case may be), we may deduct it from your Available Balance and, if you do not have sufficient Available Balance, you must repay us the amount immediately upon demand.
    6. Except as provided in Clause 13.1, we shall not be liable for Losses relating to any unauthorised Transactions resulting from the use of lost or stolen Wallet details or misappropriation of your Wallet, 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 Wallet details or misappropriation of your Wallet.
    7. Notwithstanding Clause 13.9, and except as provided in Clause 13.1, 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. Notwithstanding anything to the contrary in this Agreement, we have the rights to (i) freeze the funds in your Account and refuse to transfer funds out of your Account; or (ii) offset the Available Balance in your Account by using your balance in a different currency, if:
       1. 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;
       2. you have breached this Agreement; or
       3. you have any unsatisfied debts, obligations, or liabilities to AstroPay.
    9. Abusive Actions. 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 13.9, 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 Account; or (d) freeze and set-off accordingly any funds available.
    10. This Clause 13 shall survive cancellation of these Terms.
14. ‍Force Majeure‍
    1. We shall not have any liability under, or be deemed to be in breach of, these Terms for any delays or failures in performance of any of our obligations under these Terms that result from a Force Majeure Event.
15. ‍Contact Details and Notice‍
    1. If you have any questions or concerns about the Services, or to report issues with your Wallet, please contact us by email at support@astropay.com.
    2. You may serve notices to us in writing at the contact details in Clause 15.1.
    3. You accept and agree that we may serve notices to you in writing to the email address linked to your Wallet. You may amend the same from time to time.
    4. You agree that we may provide you with notices and other disclosures in connection with your Wallet and the Services by email or by posting notices on the Web & App.
16. ‍Miscellaneous‍
    1. We may at any time transfer all or any of our rights and obligations under these Terms to any third party (including by way of merger, consolidation or the acquisition of all or substantially all of our business and assets relating to these Terms), but this will not affect your rights or our obligations under these Terms.
    2. You may only transfer your rights or your obligations under these Terms to another person if we give our prior written consent to this.
    3. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these Terms.
    4. Nothing in these Terms is intended to or shall be construed so as to, establish or imply any partnership or joint venture or a relationship of principal and agent between you and us or constitute either of you or us as the agent of the other party, or authorise you or us to make or enter into any commitments for or on behalf of the other party.
    5. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
    6. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
    7. These Terms and the documents referred to in it, constitute the whole agreement between you and us relating to the subject matter of these Terms, and supersede any prior written or oral arrangement, understanding, or agreement between them relating to such subject matter.
    8. These Terms are provided to you in the English language. Where we have provided a translation of these Terms to you, you agree that such translation is provided for your convenience only and that the English language version of these Terms will govern your relationship with us. If there is any contradiction between the English language version of these Terms and any translation, the English language version takes precedence.
    9. By participating in the initiative “Help AstroPay grow”, you are accepting that We will share your request with the Merchant together with users’ email, name, and surname. Thank you for participating in this initiative we are sure merchants will understand how many users want the Merchant to add us to their cashier.
17. ‍Governing Law and Jurisdiction‍
    1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Isle of Man.
    2. Each party irrevocably agrees that the courts of Isle of Man shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). ‍
18. Complaints Handling
    1. AstroPay Global (IOM) Limited, an Isle of Man limited company with a registered office at 2nd Floor, Hilary House, Prospect Hill Douglas, Isle of Man, IM1 1EQ, authorised by the Isle of Man Financial Services Authority (IOMFSA) for Money Transmission Services.
    2. If you wish to make a complaint about the Services, You can email us at support@astropay.com, with brief details of your complaint and the phone number and email address associated with your Account.
    3. We will acknowledge Your complaint by email within five Business Days. The email will contain details of the complaints handling procedure and Your right to refer the complaint if You are dissatisfied with our assessment and ruling.
    4. We will send you a final response to your complaint within 8 weeks Should it not be possible to resolve your complaint in this timeframe, we will provide you with a date when we will respond to you, with a reason why, or in any case, this will be no later than 30 Business Days from the date when the complaint was received.
    5. If you have a complaint about any regulated aspect of the Services that we cannot resolve within the terms specified in this Clause, such complaint may be referred to the Financial Services Ombudsman for the Isle of Man, Thie Sleiau Whallian, Foxdale Road, St John’s, Isle of Man, IM4 3AS, email: ombundsman@iomoft.gov.im 

END OF AGREEMENT