These Terms and Conditions ("Terms") govern the use of the VIBAN services provided by AstroPay Global (IOM) Limited ("AstroPay", "we", "us", "our"). By accessing or using these services, you ("you", "your") agree to comply with and be bound by these Terms. The services described in these Terms are facilitated by SettleGo Solutions Limited (trading as“OpenPayd”), an Electronic Money Institution, authorized and regulated by the Financial Conduct Authority (FCA) in the United Kingdom.
By accepting these Terms you agree to be bound by the the General Terms and Conditions of OpenPayd (the “OpenPayd Terms”).
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 the General Terms and the OpenPayd Terms, these Terms shall prevail, followed by the General Terms.
By using AstroPay's VIBAN services, you acknowledge that you have read, understood, and agree to be bound by these Terms, the General Terms and the OpenPayd Terms.
1. Definitions
IBAN: The International Bank Account Number, a standardized numbering systemdeveloped to identify bank accounts across national borders to facilitate international payments.
VIBAN: A virtual IBAN (VIBAN) is an internal reference number linked to an IBAN used exclusively for facilitating reconciliation of incoming and outgoing payments. It simplifies the tracking and matching of transactions but does not constitute a separate bank account. VIBANs enhance operational efficiency by providing detailed transaction references withoutrequiring the establishment of individual accounts. Each VIBAN is assigned under a specificUser's name, ensuring clear identification of transactions.
VIBAN Services: the suite of financial services provided by AstroPay that facilitate the issuance and management of VIBANs for its Users. These services allow Users to receiveand send payments using VIBANs.
User: Any AstroPay User using the VIBAN services provided by AstroPay in partnership with Open Payd.
Any words starting with a capital letter and not defined in these Terms shall have the meaning ascribed in the Openpayd Terms or the General Terms.
2. Services Provided
2.1 Accounts
Upon your request through our Website & App, your acceptance of these Terms, your compliance and adherence to our KYC standards, AstroPay will facilitate you with the provision of one or more VIBANs in various currencies.
2.2 Linked Accounts or VIBAN(s)
2.2.1 Description of the Linked VIBAN Service
The Openpayd platform allows AstroPay to link VIBANs to Users Wallets to make and receivepayments in its own name or in the name of Users. You acknowledge and agree that using or being provided with a VIBAN does not establish a bank account with OpenPayd, AstroPay orany underlying Payment Providers.
2.2.2 Receiving Payments Using VIBANs
When a User receives a payment using the VIBAN Services, the User's name (if the VIBAN iscreated in the User's name) will appear as the payee. Upon receipt of funds into the VIBAN,an equivalent amount will be issued to the User's Wallet. This ensures that the User canaccess and utilize the received funds efficiently.
2.2.3 Sending Funds Using VIBANs
Users may use the VIBAN Services to send funds, subject to the limits and documentation requirements set by AstroPay. When initiating a payment using the VIBAN Services, AstroPaywill deduct the corresponding amount from the User’s Wallet and transfer the funds to the recipient's bank account.
2.2.4 Transaction Timing
Payments between two VIBANs issued by OpenPayd may take up to 48 hours, given sufficient balance. Payments involving third-party platforms may take longer and are subject to processing times set by those platforms.
2.2.5 Additional Terms
Users must ensure that VIBANs are used responsibly and for legitimate business purposes. AstroPay retains the right to suspend or terminate the VIBAN Services if any VIBANs are created without proper authorization or are used outside the User’s normal course of business.
3. User Obligations
3.1 Compliance and Conduct
Users must comply with all Applicable Laws, regulations, and policies when using the VIBAN Services. Users are responsible for performing necessary compliance checks and screenings, adhering to all anti-money laundering and terrorist financing regulations.
3.2 Account Security
Users must take all reasonable steps to keep their VIBANs secure and prevent unauthorized use. Users must promptly notify AstroPay if they suspect unauthorized access to their VIBAN.
3.3 Accurate Information
Users must provide accurate and complete information when setting up their VIBANs and when requested by AstroPay or Open Payd. Users are responsible for keeping their VIBAN information up-to-date.
3.4 Transaction Limits and Restrictions
Users agree that AstroPay may apply limits to the amount that can be spent or sent through their designated VIBANS. Transactions may be stopped or accounts suspended if there is suspicion of unauthorized use or if required by law.
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 todo 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 VIBANs.
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. Astro Pay 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 VIBAN Services does not violate any applicablesanctions or export control laws. AstroPay reserves the right to terminate or suspendservices 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 VIBAN 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 VIBAN Services.
- Any claims or actions from third parties, including Customers, related to the User's use of the VIBAN Services.
8. Limitation of Liability
8.1 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 VIBAN Services.
8.2 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.
8.3 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 VIBAN Services
8.4 Except as provided in Clause 8.1, we shall not be liable for losses relating to any unauthorized transactions resulting from the use of lost or stolen VIBAN details or misappropriation of your VIBAN, 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 unauthorized transactions resulting from the use of lost or stolen VIBAN details or misappropriation of your VIBAN.
8.5 Notwithstanding Clause 8.7, and except as provided in Clause 8.1, we shall not be liable for any unauthorized 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.
8.6 Notwithstanding anything to the contrary in this Agreement, we have the rights to (i)freeze the funds in your VIBAN and refuse to transfer funds out of your VIBAN; or (ii) off set any funds in your VIBAN 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.
8.7 Situations, such as internet connectivity issues, latency, or other technical errors, mayarise that could cause transactions on AstroPay to not reflect usual business rulesaccurately. You shall not take advantage of these situations or other errors, bugs, ormalfunctions of the Services, or otherwise take any abusive or manipulative trading actionsthat would provide you with undue commercial advantage or would otherwise not be in goodfaith. 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 anytransaction that is related to such breach; (c) suspend or close your VIBAN; or (d) freeze andset-off accordingly any funds available.
8.8 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 VIBAN Services.
10. Termination and Suspension
AstroPay reserves the right to terminate or suspend access to the VIBAN Services at anytime, with or without notice, for any reason, including but not limited to a breach of these Terms, the General Terms or the Open Payd Terms. Upon termination, Users must immediately cease all use of the VIBAN 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 VIBAN 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 VIBAN 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 VIBAN,You can email us at support@astropay.com, with brief details of your complaint and thephone number and email address associated with your VIBAN or request our complaint formand send to our service email address on the form.
10.3 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 VIBAN. 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 VIBAN and the Card by email or by posting notices on the website or mobile app.
