Terms and conditions
These Terms and Conditions are deemed a binding agreement between the client and Transfera Europe OÜ. By using or otherwise accessing the Services, or clicking to accept or agree to these Terms and Conditions where that option is made available, client agrees for eligibility for use of the Services and that client has read, understood, and accepted these Terms and Conditions.
Client is allowed to use the Services if he/she are eligible in accordance with the law of their residence and/or domicile . The Company has no obligation or capability to verify whether client is eligible to use the Software and bears no responsibility for your use of the Software.
3. Software and Services
Client may use the Services under these Terms and Conditions:
3.1 Token generation tool that allows client to issue tokens;
3.2 Electronic wallet (“Transfera Wallet”) that allows client to store, track, transfer and manage his/her cryptocurrencies, the tokens that client issues or the tokens that client acquires (“Tokens”);
3.3 Cryptocurrency exchange that allows client to place and execute orders for buying or selling cryptocurrency or Tokens for another cryptocurrency or exchanging them to other Tokens;
4.1 The Company does not define, suggest and execute any control over price or exchange rates of cryptocurrencies and Tokens. The Company is not a counterparty to any deal concluded.
4.2 Any dispute client has concerning a transaction with cryptocurrencies and Tokens client shall resolve with such third party directly without involving the Company.
4.3 The Company does not organize or participate in the trade of any Token and cryptocurrency.
4.4 The Company does not regulate services of third parties and has no opportunity to affect the process of providing these services and its results.
5.1 Client agrees to release and to indemnify, defend and hold harmless the Company and its parents, subsidiaries, affiliates and agencies, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including attorneys’ fees and court costs) claims or actions of any kind whatsoever arising or resulting from client’s use of the services of third parties and client’s violation of these Terms and Conditions.
5.2 The Company reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by client and, in such case, client agrees to cooperate with the Company in the defense of such matter.
6. Third-Party Websites and Content
6.1 The Platform may contain links to websites owned or operated by parties other than the Company. Such links are provided for client’s reference only.
6.2 The Company does not monitor or control resources outside the Software and is not responsible for their content. The inclusion of links to third party resources does not imply any endorsement of the material in the Software or, unless expressly disclosed otherwise, any sponsorship, affiliation or association with its owner, operator or sponsor, nor does such inclusion of links imply that the Company is authorized to use any trade name, trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the linked website.
6.3 The Company does not control the third-party content or monitor it for compliance with any requirement (e.g. truthfulness, integrity, legality). Accordingly, the Company does not bear any liability arisen in connection with client’s access or use of the third-party content.
7. Risk warning
By accepting these Terms and Conditions, client also acknowledge that client have been warned of the following risks:
7.1 New Technology. Client understands that cryptocurrencies including but not limited to company platform, blockchain technology, including other associated and related technologies are new and untested and outside of your or the Company’s control and adverse changes in market forces or the technology, broadly construed, will excuse the nonperformance by the Company under this Agreement including temporary interruption or permanent termination of your access to the Software and Services.
7.2 Loss of funds. The risk of loss in trading or holding cryptocurrencies and Tokens can be substantial. Therefore, client should carefully consider whether trading or holding cryptocurrencies is suitable for him/her in light of specific financial condition.
7.3 Forks and changes in relevant network may result in significant and sudden changes to the value and/or usability of cryptocurrencies and Tokens.
7.4 The Company is not responsible for such loss of value of cryptocurrencies and Tokens and bears no responsibility for any loss incurred by client while using the Software or in any direct or indirect connection to the Software.
7.5 Unfavorable regulatory environment. Cryptocurrencies, Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. The functioning of the Software could be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions of use of cryptocurrencies.
7.6 Risk of theft and hacking. Hackers or other groups or organizations may attempt to steal your data and password in any number of ways.
7.7 Risk of security weaknesses of the Platform. There is a risk that the Platform may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of Tokens and cryptocurrencies.
7.8 Risk of mining attacks. As with other decentralized ledger, Transfera Europe OÜ is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks can affect access to the Software and Services. Mining attacks, as described above, may also target other blockchain networks, which the Software interacts with, and consequently affect the Software performance and your access to the Services.
7.9 Internet transmission risks. Client acknowledges that there are risks associated with using the Software and Services including, but not limited to, the failure of hardware, software, and internet connections. Client acknowledge that the Company shall not be responsible for any communication failures, disruptions, errors, distortions or delays client may experience when using the Software and Services, howsoever caused.
8. Warranties and Representations
By entering these Terms and Conditions client warrants and represents that:
8.1 Client has full capacity to contract under applicable law;
8.2 Client will only be transacting via the Platform with legally-obtained funds that belong to client;
8.3 Client will not be furthering, performing, undertaking, engaging in, aiding, or abetting any unlawful activity through your relationship with us or through your use of the Software;
8.4 Client will not use the Software for illegal purposes, including money laundering of criminal proceeds, transfer or receipt of payment for planning, preparation or commitment of crime, for financing the terrorism and illegal trade;
8.5 Client will not use the Software for any purpose prohibited by these Terms or in any manner that could damage, disable, overburden, or impair the Company;
8.6 Client will be complying with and obeying all applicable laws, including but not limited to securities and capital market legislation, anti-money laundering and counterfeiting terrorism, consumer protection laws, financial promotion.
9. Warranties; Exclusion of Liability; Indemnification
9.1 The Platform is provided “as is”. The Platform is under development, the Company cannot guarantee that all program functions will be available for any period in the future or that the functionality of the program will not change dramatically.
9.2 The Company and its affiliates make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Platform, including any warranty that the Platform will be uninterrupted, error free or free of harmful components, secure or not otherwise lost or damaged.
9.3 Except to the extent prohibited by law, the Company and its affiliates disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealings, usage or trade.
9.4 The Company shall not have any liability or responsibility for any errors or omissions in performance of the Platform, for your action or inaction in connection with the Software or for any damage to your computer or data or funds or any other damage client may incur in connection with the Software.
9.5 Client’s use of the Software is at own risk.
9.6 In no event shall the Company be liable for any direct, indirect, punitive, incidental, special or consequential damages arising out of or in any way connected with the use of the Software, the delay or inability to use the Software or otherwise arising in connection with the Software whether based on contract, tort, strict liability or otherwise, even if advised of the possibility of any such damages.
9.7 Client agrees to defend, indemnify and hold the Company harmless from and against any and all claims, damages, costs and expenses, including attorneys' fees, arising from or related to client’s use of the Platform and Services.
9.8 The Company makes no representation that Services can be received are applicable or appropriate for use in all jurisdictions.
The Company bears no liability for determining whether taxes apply to any of client’s transactions, or for collecting, reporting, or remitting any taxes arising from any transaction.
11.1 Client may not transfer or assign these Terms and Conditions or any rights or obligations he/she has under these Terms and Conditions without our prior written consent.
11.2 The Company reserves the right to freely assign or transfer these Terms and Conditions and the rights and obligations under these Terms and Conditions to any third party at any time without prior notice or consent.
11.3 If client objects to such transfer or assignment, client may stop using the Platform and terminate these Terms and Conditions by contacting the Company.
12. Jurisdiction and Applicable Law
12.1 The Terms and conditions and any legal relationship between the Parties arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales without regard to its conflict of laws rules.
12.2 The Parties settle all their disputes arising out of or in connection with the Terms and conditions in accordance with the laws of England and Wales.
13. Dispute Settlement
13.1 The Parties agree to try in good faith to settle through negotiations any dispute, disagreement or claim arising out of or in connection with execution, termination or rescission of these terms and conditions.
13.2 Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitral proceedings shall be English.
14.1 All communications and documents to be made or given pursuant to these Terms and Conditions must be in the English language.
14.2 These Terms and Conditions constitute the entire agreement and understanding of the Parties and supersedes any previous agreement between the Parties relating to the subject matter of these terms and conditions.
14.3 If at any time any one or more of the provisions of these terms and conditions is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction neither the legality, validity or enforceability of the remaining provisions of these terms and conditions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be in any way affected or impaired as a result.
14.4 Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
THIRD PARTY FRAMEWORK AGREEMENT
The Transfera / Transfera Europe OÜ Peterburi tee 47, Lasnamäe linnaosa, Harju maakond 11415 Talinn, Estonia („Transfera“ or „We“). The business purpose of Transfera is to provide virtual currency exchange, virtual currency wallet services and an User AI for Fiat Payments provided by EU Pay Ltd.
§ 1 Transfera cannot be held responsible for any third-party failures or losses according to these failures.
§ 2 All partner companies are certified and allowed to provide the services that they provide to our customers.
§ 3 Transfera guarantees that no User Data which is held by Transfera (not third parties), is kept save and secure against any hacking attempts.
§ 4 The Transfera network ensures best user experience and has contracts regarding all services provided by third party companies.
§ 5 By accepting the terms and conditions you confirm that the Transfera system is allowed to share all your personal data that is required by our third-party providers to provide you with their services.
§ 6 The Transfera system is selling Matercard debit cards to the customers, the cards are preordered at the Transfera system and are delivered by the third-party Mastercard. If shipping / delivery is delayed, Transfera cannot interfere and hereby is not liable for any delays.
PAYMENT SERVICES FRAMEWORK AGREEMENT
The vIBAN Holder on one hand and,
MY EU PAY Ltd., 14 Coach & Horses Yard, Mayfair, London, W1S 2EJ, regulated by the Financial Conduct Authority under the Payment Services Regulations 2017 (registration number 789978) for the provision of payment services on the other hand.
The payment services Framework Agreement is formed of these General Terms and Conditions of Use and the pricing conditions which are indicated on the MY EU PAYs Internet Site under the “PRICING” tab. These documents form an indivisible package and govern the Conditions of Use to be abided by vIBAN Holders when using the payment Services provided by MY EU PAY. In order to keep a copy of these documents, the vIBAN Holder may, at any time, consult them, reproduce them, store them on their computer or any other device, send them by email or print them on paper.
These "General Terms and Conditions of Use of Payment Services" govern the way in which MY EU PAY opens a Payment vIBAN for a vIBAN Holder and provides its payment services. vIBAN Holders should read said conditions carefully before accepting them.
Framework Agreement: a payment services Framework Agreement concluded between MY EU PAY and the vIBAN Holder, comprising these General Terms and Conditions of Use and the pricing conditions which are indicated on the MY EU PAYs Internet Site under the “PRICING” tab.Payment vIBAN: a vIBAN opened with MY EU PAY in order to record ingoing and outgoing payment Transactions, the fees owed by the vIBAN Holder and any chargebacks related to these Transactions, as well as to settle said amounts on the date of their recording in order to produce a net balance. Payment Transaction: an action involving the wiring, transfer or withdrawal of funds from or to a Payment vIBAN, regardless of any underlying obligation between the payer and the Beneficiary. Payment Order: approval from the vIBAN Holder granted in accordance with the customised plan and procedures agreed between the vIBAN Holder and MY EU PAY, in order to authorise a payment Transaction. Provision: amount available as credit on a Payment vIBAN that may be allocated to the execution of future payment Transactions, as determined by MY EU PAY after taking into vIBAN pending payment Transactions and blocked fund amounts. Third-party payment services provider: a payment services provider, approved by a competent authority within the European Economic Area, that has opened a bank or Payment vIBAN for the vIBAN Holder. Payment Services: services provided by MY EU PAY under the Framework Agreement, including the execution of transfers and the acquisition of payment orders by transfer. Internet Site: Refers to the websites https://www.myeupay.com/ and https://myeupay.net through which MY EU PAY provides its payment Services. vIBAN Holder: Person or entity with a Payment vIBAN that enables them to pay and/or receive payments.
4. OPENING A PAYMENT vIBAN ACCOUNT
The vIBAN Holder must comply with the conditions of opening a vIBAN, as described below.
The vIBAN Holder, an individual or a representative of a corporate entity, declares that they are acting on their own behalf.
The vIBAN Holder must use the services provided by MY EU PAY in good faith, solely for legal purposes and in accordance with the provisions of the Framework Agreement.
The vIBAN Holder, a natural person or a representative of a corporate entity, states that they are a resident in UK or the European Economic Area.
For any other country of residence or registration, MY EU PAY may still inspect the request to open a Payment vIBAN in order to ensure its compliance with the geographic scope of its accreditation. The list of countries in which MY EU PAY is authorised to operate as a Payment Institution is available, at all times, on the website of the Financial Conduct Authority
4.1 Submission of identification documents
A new customer, as a legal entity, wishing to become a Payment Account Holder, must provide the following information:
A description of the business,
The company statutes, certified as true copies by the managing partner,
A proof of identity and address from the officer who signed the Framework Agreement,
The list of people in possession of more than 25% of the company's capital.
A new customer, in the form of a natural person, wishing to become a Payment Account Holder, must provide the following information:
A copy of a valid, legible form of identity, deemed acceptable by EU PAY, such as an identity card or passport. A proof of address from the signee dated less than 3 months (bill from a utility company, landline telephone operator or ADSL/cable TV provider or tax payment receipt received within the last 3 months, or a rent receipt including the lessor's full details),
4.2 Acceptance/refusal to open a vIBAN Account
MY EU PAY may refuse to open a Payment vIBAN for any reason without having to justify the decision. Such a refusal shall not result in the payment of damages.
5. CREDITING A PAYMENT vIBAN ACCOUNT
As soon as the vIBAN has been opened the vIBAN Holder may begin paying money into its Payment vIBAN by bank transfer with a view to transferring the funds by credit transfer to the Payment vIBAN of another vIBAN Holder. These two payment Transactions are considered indissociable. MY EU PAY will credit the funds resulting from the payment transaction as soon as possible, and no later than by the end of the working day the funds were received by MY EU PAY.
6. DEBITING A PAYMENT vIBAN ACCOUNT
MY EU PAY provides a payment service that enables vIBAN Holders with a Payment vIBAN to instruct MY EU PAY to carry out a transfer, on the condition that the vIBAN Provision is greater than the total transfer amount (fees included). In the event that the Provision is insufficient, the payment Order will be automatically refused.
The available Provision corresponds to the net balance of the Payment vIBAN, excluding the blocked Provision and outstanding Transactions.
The payment Order must include the following information:
The amount in euros (€)
The surname and forename of the Beneficiary;
The number of the account opened with the Beneficiary's payment services provider.
EU PAY shall not be held liable if the bank details sent for transfer requests are incorrect or not up to date.
6.1 Irrevocability of a payment Order
A payment Order effectively issued by a vIBAN Holder is irrevocable once the single-use code (TAN) has been entered, after which the vIBAN Holder cannot request its cancellation.
6.2 Execution times
The maximum execution times for payment services are as follows:
If it is made out in euros and intended for a credit institution located in a European Union member state, a payment Transaction initiated on a given working day will be executed by MY EU PAY no later than the following working day;
If it is made out in euros and intended for another Payment Account, a payment Transaction initiated on a given working day will be executed by MY EU PAY no later than said working day.
All payment Transactions are displayed within a vIBAN statement, which is updated in real time for each Payment vIBAN. The vIBAN Holder may consult their vIBAN statement through the Website. The vIBAN Holder will have access to the Payment vIBAN statements, displaying all registered incoming and outgoing payment Transactions for this vIBAN. MY EU PAY will keep all records and documents relating to the payment Transactions carried out on an electronic archiving medium for the statutory time limits.
8. CONTRACT DURATION AND DATE OF EFFECT
The Framework Agreement comes into effect for an indefinite period as soon as the vIBAN Holder has accepted these terms and conditions. If the vIBAN Holder is a natural person they have fourteen (14) calendar days to withdraw from the Framework Agreement, free of charge. This short time frame starts the day the Framework Agreement is concluded, that is to say the day the vIBAN Holder accepts these General Terms and Conditions. Within this withdrawal window, the fulfilment of the Framework Agreement cannot start unless expressly requested by the vIBAN Holder. The vIBAN Holder expressly acknowledges and accepts that any payment instruction they send to MY EU PAY prior to the expiration of this withdrawal window, constitutes an express request for the fulfilment of the Framework Agreement. The vIBAN Holder will therefore not be entitled to cancel any payment instructions they send and confirm during this withdrawal window. The vIBAN Holder may exercise their right to withdraw without penalty or need for justification. The vIBAN Holder must notify MY EU PAY of their decision to withdraw by sending a registered letter with acknowledgement of receipt to MY EU PAY's headquarters before the end of the fourteen-day window. If the vIBAN Holder does not exercise their right to withdraw, the contract shall be maintained in accordance with the provisions of these General Terms and Conditions. Beyond this point, in order to terminate the Framework Agreement, the vIBAN Holder must follow the termination conditions specified in article 18.
In return for providing the vIBAN Holder with payment Services, MY EU PAY will receive remuneration, the amount and conditions of which are indicated on the Website under the "Pricing" tab. The prices indicated are final. They are not inclusive of tax. If you are the recipient or payee of a payment we will deduct our charges and transfer fees for each such payment from the money transferred before making it available to you. MY EU PAY may amend the prices indicated on the Internet Site under the “PRICING” tab. The amendment may take effect within two months of the notification being sent to the vIBAN Holder.
10.1 Notification obligation
It is the vIBAN Holder's duty to immediately inform MY EU PAY of any suspected fraudulent access or use of their Payment vIBAN or of any event that is likely to result in such a use, including but not limited to: loss, accidental disclosure or hacking of their Payment vIBAN login details or a non-authorised transaction. This notification must be sent by email to the following email address: firstname.lastname@example.org
MY EU PAY undertakes to make every effort to prevent any other use of the Payment vIBAN.
10.3 Disruption to payment Services
MY EU PAY undertakes to implement all reasonable means available to provide a permanent service. However, MY EU PAY does not guarantee continuous, uninterrupted access to the payment Service. Consequently, MY EU PAY shall not be held liable for any delay and/or total or partial inaccessibility to the payment Services if such events are caused by factors beyond its reasonable control. The vIBAN Holder is hereby informed that MY EU PAY may occasionally interrupt access to all or part of the Services in order to carry out repairs, maintenance or improvements, in the event of a suspected hacking attempt, embezzlement or any other security risk, upon request or instructions from competent, qualified individuals or authorities. MY EU PAY may not, under any circumstances, be held liable for damage caused as a result of this suspended service. As soon as normal service is restored, MY EU PAY will implement all reasonable means to process all pending payment Transactions as quickly as possible. MY EU PAY shall not, under any circumstances, be held liable for indirect damages, such as commercial harm, loss of customers, commercial disruption, loss of profit or damage to brand image suffered by a vIBAN Holder or third party, that may have resulted from the payment Services it provides. Any action brought against a vIBAN Holder by a third party is treated as indirect damage and therefore does not entitle the former to compensation. Unless otherwise stipulated in these General Terms and Conditions or mandatory laws, and without causing prejudice to other grounds for excluding or limiting responsibility defined by this contract, MY EU PAY may not, under any circumstances, be held responsible for any damage caused by a force majeure event or event beyond its control.
11. PROTECTION OF CUSTOMER FUNDS
MY EU PAY will hold the available funds credited to the vIBAN Holder's Payment vIBAN at the end of each working day in a holding IBAN opened with MY EU PAY's banking partners.
The vIBAN Holder undertakes to respect the strictest confidentiality regarding all technical, commercial or other information to which he may become privy through the fulfilment of payment Services. This duty of confidentiality will remain in effect for the duration of the vIBAN Holder's subscription to the payment Service and for the three (3) years following the termination of the Framework Agreement. This duty of confidentiality does not apply to information that is or may become available to the public through no fault of the vIBAN Holder.
13. COLLECTION AND PROCESSING OF PERSONAL DATA
MY EU PAY respects all the provisions that apply to the protection of personal privacy. MY EU PAY collects and saves personal data that the vIBAN Holder has willingly provided. As such, data deemed to be of a personal nature includes information regarding identity, telephone numbers, email addresses, place of residence, vIBAN or card number, transactions and transfers and the IP address used by a natural person's computer.
The vIBAN Holder is hereby informed and accepts that MY EU PAY, in its capacity as data controller, will process personal data for the purposes of: respecting all applicable legal or regulatory provisions, particularly with regard to the prevention of money laundering and the financing of terrorism, processing/managing and archiving payment Transactions, monitoring and preventing payment incidents and irregularities (to prevent fraud and any other forms of abuse), central customer management, processing vIBAN Holder requests, carrying out tests, statistics and surveys, training staff appointed to carry out payment Services, monitoring service quality, and offering new services.
The vIBAN Holder is hereby informed that their personal data may be recorded on one or several files in accordance with applicable law and accepts that the data collected will be recorded and processed for the aforementioned purposes. The vIBAN Holder accepts that the personal data considered strictly necessary for the fulfilment of at least one of the above-mentioned purposes or for the requirements of applicable regulations, may be communicated by MY EU PAY: to subcontractors and external service providers whose intervention is required. The vIBAN Holder has the right to access their personal data and is hereby informed that they may, at any time, consult the information they have communicated to MY EU PAY. The vIBAN Holder has the right to rectify any inaccurate data that concerns them.
14. PROBATIVE VALUE
All information saved in MY EU PAY's computer databases regarding payment Orders and Transactions have, until proven otherwise, the same probative value as a hand-signed paper copy, both in terms of their content and the date and time they were produced and/or received. These unalterable, secure and reliable traces are embedded and saved within MY EU PAY's computer systems. Documents held by MY EU PAY that replicate this information, as well as copies or reproductions of documents produced by MY EU PAY, have the same probative value as the originals, unless proven otherwise.
15. vIBAN SUSPENSION
MY EU PAY may pronounce the temporary and immediate suspension of a Payment vIBAN for any reason, particularly:if the vIBAN Holder has not met the provisions of the Framework Agreement if the vIBAN Holder has provided MY EU PAY with inaccurate, expired or incomplete identification information in the event of a risk of fraud, money laundering or financing of terrorism or a risk that may affect the Payment vIBAN's security in case of a significantly heightened risk regarding the vIBAN Holder's inability to fulfil its payment obligations This decision shall be justified and notified to the vIBAN Holder by any means possible. The purpose of suspending a payment vIBAN is to protect the vIBAN Holder and may not, under any circumstances, result in the payment of damages to the latter. The payment vIBAN will be reactivated at MY EU PAY's discretion. Depending on the seriousness of the failure to comply with the Framework Agreement, and particularly if the Beneficiary has sold illegal products, MY EU PAY reserves the right to terminate the Framework Agreement in compliance with the provisions of article 17.
16. FRAUD PREVENTION
We carry out certain checks on payments in and out of your vIBAN as part of our fraud prevention measures. We may take whatever action we consider appropriate to meet any obligations, either in the UK or elsewhere in the world relating to the prevention of fraud, crime, money laundering or terrorist activity and the provision of financial and other services to persons who may be subject to sanctions. This may include, but is not limited to, investigating and intercepting payments into and out of your vIBAN(s) and investigating the intended payer or payee or source of funds. We may also make enquiries to establish whether a person is subject to sanctions. Carrying out the activities mentioned above may delay the carrying out of payment instructions or the receipt of cleared funds, but where practicable, we will advise you of the reasons for any delay or stop and the likely length of any delay. If we have a reason to believe that a payment into or from your vIBAN is unlawful, we may decline to process it. We shall not be responsible to you or any third party for any loss, damage or other liability suffered as a result of us carrying out the activities set out above.
17. TERMINATION OF THE FRAMEWORK AGREEMENT
The vIBAN Holder may automatically terminate the Framework Agreement, which will result in the closure of their Payment vIBAN, by sending a notification by email to the following email address: email@example.com with a month's notice. They must maintain a sufficient Provision in order to ensure the completion of pending payment Transactions, until they have been resolved, and all outstanding fees have been paid. MY EU PAY may automatically terminate the Framework Agreement, which will result in the closure of their Payment vIBAN, by sending a notification by email to the vIBAN Holder's email address with a month's notice. In the event of gross negligence by one of the Parties, the Framework Agreement may be terminated with immediate effect by simple written notification sent by email from the prevailing Party.
Gross negligence by the vIBAN Holder is understood to mean: communication of false information; engaging in illegal activity, contravening standards of public decency; money laundering or financing of terrorism; threats to agents of MY EU PAY; defaulted payment; failure to comply with an obligation of this contact; termination of relations between the vIBAN Holder and Partner site; excessive debt or, for legal entities, the nomination of a special mediator and insolvency administrator to initiate rehabilitation or liquidation proceedings. Gross negligence by MY EU PAY is understood to mean: communication of false information; failure to comply with an obligation of these terms and conditions; the nomination of a special mediator and insolvency administrator to initiate rehabilitation or liquidation proceedings.
In the event of a modification to applicable regulations and their interpretation by the relevant regulatory authority that may affect the ability of MY EU PAY or its authorised representatives to carry out payment Transactions, the Framework Agreement will automatically be terminated. The vIBAN Holder may no longer send payment Orders after the effective termination date. The vIBAN may be maintained for a period of 15 months for the purpose of dealing with possible subsequent disputes and complaints. Payment Transactions initiated before the termination date will not be affected by the termination request and must be fulfilled under the terms of the Framework Agreement.
The termination of the Framework Agreement will result in the permanent closure of the Payment vIBAN. The closure of a Payment vIBAN will not give rise to any compensation, regardless of any possible damage caused by said closure. The vIBAN Holder of the vIBAN closed by MY EU PAY is not authorised, unless explicitly authorised by the latter, to open another Payment vIBAN. Any Payment vIBAN opened in violation of this provision may be immediately closed by MY EU PAY, without notice.
According to the vIBAN Holder's instructions, the Provision on the vIBAN Payment subject to closure may be credited to said vIBAN Holder, subject to outstanding payment Transactions and possible receivables, rejected transactions or objections. If a successor is appointed by MY EU PAY, the vIBAN Holder may be encouraged to close their Payment vIBAN and transfer the Provision to a new Payment vIBAN opened with the institution designated as a successor.
18. MODIFICATION OF THE FRAMEWORK AGREEMENT
Any draft amendment to the Framework Agreement shall be communicated in paper or durable form to the vIBAN Holder no later than two (2) months before the date proposed for its entry into force. If the vIBAN Holder fails to communicate an objection to MY EU PAY by the end of this two (2) month deadline, the former is deemed to have accepted said amendments. If the vIBAN Holder rejects the proposed amendment, they may freely terminate the Framework Agreement, by written request, before said amendment comes into effect.
19. GENERAL INFORMATION
Should administrative formalities be necessary for the fulfilment of these General Terms and Conditions, MY EU PAY and the vIBAN Holder will provide each other with mutual assistance to regulate such formalities. If one of the non-substantive stipulations of the Terms and Conditions is rendered null and void with regard to an effective rule of law, it will be deemed as not written, but will not invalidate these General Terms and Conditions. In the event of a difficulty in interpretation arising between any of the titles heading the clauses of the General Terms and Conditions, the titles will not be taken into vIBAN.
20. GOVERNING LAW AND JURISDICTION; REDRESS
These Terms and Conditions and our agreement under these Terms and Conditions and all matters arising from or connected with these Terms and Conditions and our agreement are governed by English law.
The courts of England have exclusive jurisdiction to settle any dispute arising from or connected with these Terms and Conditions and our agreement under these Terms and Conditions (including a dispute regarding their existence, validity or termination or relating to any non-contractual or other obligation arising out of or in connection with them) or the consequences of their nullity. You may also be eligible for redress for any dispute and matter arising out of or in connection with these Terms and Conditions through the dispute resolution mechanism provided by the Financial Ombudsman Service (please see below for further details).
21. HELP AND INFORMATION; COMPLAINTS
If you have any queries or require a copy of these Terms and Conditions (or any document comprised in them), please contact us using the contact details in clause 1 of these Terms and Conditions.
MY EU PAY will not accept complaints pertaining to relations between vIBAN Holders or between a vIBAN Holder and a third party. This article of the Framework Agreement only covers complaints pertaining to the lack of or poor execution of a payment Transaction carried out by MY EU PAY.
If you do experience a problem, we will always seek to resolve this as quickly and efficiently as possible. However, if you are unhappy and would like to make a complaint, please refer to our Complaints Policy for details of our internal process for dealing with complaints promptly and fairly. Our Complaints Policy is available by contacting our customer service team using the contact details in clause 1 of these Terms and Conditions.
We will then investigate the matter and try to reach a satisfactory conclusion. Complaints may be recorded and monitored for our internal use; we may submit an anonymised summary of complaints made to us during a particular period of time to our regulator. If you are not happy with our final response or, where you are eligible to refer your complaint to the Financial Ombudsman Service, if we have not concluded our investigation in accordance with the timescales required by law, you may be able to refer your complaint to The Financial Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London E14 9SR (http://www.financial-ombudsman.org.uk/).