IMPORTANT INFORMATION: These terms and conditions (“Terms”) govern the use of the Services (as defined below), which are provided by AP Global Corporation LLP, a United Kingdom company with registered office at 4 King´s Bench Walk, London EC4Y 7DL United Kingdom (“we”, “us” “our” “AstroPay” or “Provider”) to any person whose application we approve (“you” or “your”).
- Definitions and Interpretation
- The following definitions shall have the following meanings:
| Agreement |
means these Terms together with other agreements that may apply to you, such as, but not limited to, the Risk Disclosure, Privacy Policy, Cookie Policy of AstroPay as well as any other policies published by AstroPay that may apply to you. |
| "Applicable Law" |
means the law of England and Wales. Each party irrevocably agrees that the courts of London shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation. |
| “Personal Data” |
means any information relating to an identified or identifiable natural person, such as a name, an identification number, location data, an online identifier or one or more factors specific to the physical, economic, cultural or social identity of you. It may also include network information regarding transactions, such as but not limited to, the type of device that you use, access times, hardware models, operating systems and versions, and other unique device identifiers; information about potential plug-ins you may use, such as but not limited to those related to the management of funds; your email and IP addresses; and any other interactions with AstroPay’s Services and other related information that passes through AstroPay’s Services and/or other related blockchain technologies. |
| “Services” or “Infrastructure Services” |
means the services offered by AstroPay which includes, but are not limited to, hosting data, data storage and cloud computing. The Services can be accessed through Web & App. |
By activating any of the Infrastructure Services we provide to you (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 may also apply to your use of the Services:
- 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.
- Our Cookie Policy which sets out information about the cookies used on our website and Web & Mobile App.
Before you begin using our services, please carefully read the following terms and conditions which govern your access to and use of our infrastructure services. By accessing or using our services, you agree to be bound by this Service Agreement and all terms incorporated by reference. If you do not agree to all of these terms, do not use our services.
2. Services Description
2.1. General Services. You may choose to utilize the Services tailored to support your operations, whether financial or otherwise. The Services allow AstroPay to deliver Infrastructure Services either independently or in collaboration with another entity, whether regulated or not. However, such collaboration does not extend the scope of this Agreement.
2.2. Third Party Services: The Services may provide access to or link to third-party services, such as financial, wallet services and Merchants Operators (“Third Party Services”). When accessing Third Party Services, you understand that you are at no time transferring your funds to AstroPay. AstroPay provides access to Third Party Services only as a convenience, but do not have control over their content, do not warrant or endorse, and is not responsible for the availability or legitimacy of, the content, products or services on or accessible from those Third Party Services (including any related websites, resources, products or links displayed therein).
3. Changes to these Terms
3.1. Update or amend these Terms. 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.
3.2. Notification. Notice of any updates and amendments to these Terms will be given to you through the Web & App or by notification by email prior to these updates and amendments. By continuing to use our Services, you agree to be bound by the updated or amended terms.
3.3. Immediate Changes. In some instances, we may change this Agreement immediately. Changes to this Agreement which do not require prior 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.
4. Service Access and Use
3.1. Authorization. You are granted a non-exclusive, non-transferable, revocable license to access and use our Services strictly in accordance with this Agreement.
3.2. User Responsibilities. You are responsible for all activities that occur under your user account. You agree to ensure that you will use our Services only in compliance with applicable laws and regulations and not for any unlawful activities.
4. Access to your Account and use of the Services
4.1. How to access. You may access the Services through the Web & App. From there, you will be able to use the Services and/or Third Party Services.
4.2. Refusal. We may refuse to authorize the 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 unauthorized use of the Services.
4.3. Responsibility. You are solely responsible for resolving any disputes you may have with Third Party Services in connection with the Services. We may, but we are not required, to assist you in your dispute with a Third Party Service.
4.4. Services access. Your ability to use or access the Services may occasionally be interrupted, for example, if we need to carry out maintenance on our systems. Please contact us in accordance with Clause 10 if you wish to report any issues.
4.5. You agree:
4.5.1. To only use the Services for lawful purposes and to adhere at all times to all Applicable Laws and these Terms;
4.5.2. 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
4.5.3. 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.
5. Your Representations and Warranties
5.1. Warranties. By using the Services, you hereby agree, represent and warrant that:
5.1.1. you have read, understood and therefore accept these Terms;
5.1.2. you have the necessary authority and consent to accept these Terms, to enter into a binding agreement with AstroPay and to perform the obligations set out herein;
5.1.3. you have sufficient understanding of the functionality, usage, storage, transmission mechanisms, risks and intricacies associated with the Services;
5.1.4. you shall not use the Services for any purpose that is illegal;
5.1.5. you shall not interfere with or attempt to interrupt the proper operation of the the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking or any other means;
5.1.6. using the Services is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject and your use of the Services shall be in full compliance with applicable laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction);
5.1.7. unless you expressly request otherwise through the opt out boxes and communications that the Company has in, you agree to receive marketing content and news from AstroPay;
5.1.7.1. by accepting these Terms you accept that you require to receive the Services from AstroPay;
5.1.7.2. you will comply with any applicable tax obligations in your jurisdiction arising from your use of the Services;
5.1.7.3. you are responsible for any and all damages caused, and all liability actions brought against AstroPay for any breach infringement of these Terms or of any third-party rights or violation of any applicable laws;
5.1.7.4. nothing in these Terms excludes or limits your liability for fraud, misconduct or potential losses caused by your negligence, breach of the Terms implied by operation of law or any other liability which may not be limited or excluded by law;
5.1.7.5. you acknowledge and agree that AstroPay may, where applicable, make payments to third parties that help initiate, conclude or maintain a business relationship between AstroPay and its clients. These payments may include rebates, commission, widened spreads, and profit sharing;
5.1.7.6. you are responsible for implementing all reasonable and appropriate measures for maintaining the confidentiality and security of your credentials to access the Services.
6. Suspension or Termination
6.1. Suspension. AstroPay reserves the right to restrict or suspend your use of the Services if it has reason to believe or suspect that you are in breach of these Terms or other legal obligations (including fraudulent activity) without prior notice or liability. AstroPay also reserves the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.
6.2. Reasonable efforts. If AstroPay restricts or suspends your use of the Services, it will make reasonable efforts to notify you.
6.3. Restricted or suspended services. You understand and agree that you may not be able to use the Services if you have been restricted or suspended. In the event that the cause of the restriction or suspension is resolved by AstroPay, it shall restore your access to the Services. AstroPay shall not be liable to you for any consequential or indirect loss (such as loss of profits or opportunity) you may incur as a result of the restriction or suspension.
6.5. Refuse or cancel. AstroPay further reserve the right in our sole discretion, to refuse or cancel any of AstroPay’s Services and/or access to the Services for legitimate reasons, including, without limitation:
6.5.1. if AstroPay has reason to believe that your activities or use of the Services may be illegal;
6.5.2. if AstroPay may be harmed by any fiscal or pecuniary damage due to your activities on or through the Services; or
6.5.3 if AstroPay considers that you have used the Services in a manner which contravenes any of these Terms at our sole discretion.
7. Proprietary Rights and Trademarks
7.1. Property Rights. All rights, title, and interest in, and to, the Intellectual Property Rights subsisting in, or embodied by, the Services, any proprietary software or other technology required to operate the Services, and any modifications or improvements thereto, including any derivative works, are retained by us and protected under applicable Intellectual Property Rights.
7.2. Limited permission. By using the Services, 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 this Agreement. 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.
7.2.1. If you submit any ideas, suggestions, or other feedback to us about 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.
8. Rights and Liabilities
8.1. Loss or damage. 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.
8.2. Exclusion and limitation of liability. We do not in any way exclude or limit our liability for:
8.2.1. death or personal injury caused by our negligence; or the negligence of our employees, agents or subcontractors;
8.2.2. fraud or fraudulent misrepresentation;
8.2.3. 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 Third Party Services, to the extent that is caused by a failure in the Services.
8.2.4. Except in stated 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 (including as a result of your inability to participate in any goods, services or offerings of Third Party Services.
8.2.5. You are solely responsible for your interactions with Third Party Services, especially Merchant Operators.
8.3. 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.
8.4. Survival of this Clause. This Clause 8 shall survive cancellation of these Terms.
9. Force Majeure
9.1. Force Majeure Event. 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.
10. Contact Details and Notice
10.1. If you have any questions or concerns about the Services, please contact us by email at support@astropay.com.
10.2. You may serve notices to us in writing at the contact details in Clause 10.1.
10.3. 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.
11. Miscellaneous
11.1. 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.
11.2. You may only transfer your rights or your obligations under these Terms to another person if we give our prior written consent to this.
11.3. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. 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.
11.4. 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.
11.5. 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.
11.6. 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.
11.7. 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.
11.8. 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.
12. Governing Law and Jurisdiction
12.1 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 England and Wales.
12.2. Each party irrevocably agrees that the courts of England and Wales 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). If you are a resident of Northern Ireland or Scotland, you may also bring proceedings in Northern Ireland or Scotland respectively.
END OF AGREEMENT
