Contractual Terms and Conditions for using the CoinGate system and services

Date last updated: May 23, 2018

Section I. General provisions

The present Contract stipulates the terms and conditions as well as procedures, under which you or entity you represent, as merchants, can use the CoinGate System and services (as defined below) for accepting payments in virtual currencies, carrying out of transactions (purchase, sale) in virtual currencies, as well as have access to other services offered by the CoinGate System.

  1. Accepting the terms and our status

    IMPORTANT! BY CLICKING ON THE "I AGREE" BUTTON OR A SIMILAR AFFIRMATION, OR BY ACKNOWLEDGING ACCEPTANCE OF THE AGREEMENT BY ANY OTHER METHOD ALLOWED, OR BY USING OR ACCESSING THE COINGATE SISTEM AND SERVICES VIA A COMPUTER OR A MOBILE APPLICATION, YOU ACKNOWLEDGE AND AGREE THAT: (I) YOU HAVE REVIEWED AND UNDERSTAND THE AGREEMENT; (II) YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT; AND (III) YOUR USE OR USE OF THE ENTITY YOU REPRESENT OF THE COINGATE SYSTEM AND SERVICES WILL BE GOVERNED BY THIS AGREEMENT.

    Where the Terms and Conditions of the Contract are unacceptable or incomprehensible, or unclear to you in their entirety or in part, you shall have no right to use the CoinGate System. In case you are in doubt regarding the Terms and Conditions of the Contract, you must consult with a lawyer before entering into any transaction related to the purchase or sale of the virtual currency.

    We do not provide and do not intend to provide any financial and / or other regulated services to you in line with the Position Paper on Virtual Currencies and Initial Coin Offerings of the Bank of Lithuania adopted on 10 October 2017. In relation to payments and / or donations in virtual currencies, any legal relations are between you / entity you represent as Merchants and your customer making a payment or donator. We are not a party to relations between you as a Merchant and your customers and / or donators making payments in virtual currencies. We do not accept any queries, letters, requests and (or) complaints regarding you, your services, products, activities, and (or) a payment and (or) a donation, or a purchase related to relation between you as Merchant and your customers (donators).

  2. Definitions Used in the Contract.
    1. The definitions used in the present Contract listed below in this clause shall have the following meanings:
      1. We - the private limited liability company "Virtualios Valiutos" established under the legislation of the Republic of Lithuania, legal entity code 303423510, the address of office GoŇ°tauto g. 8, LT-01108, Vilnius, Republic of Lithuania, e-mail info@coingate.com;
      2. CoinGate System - a computer program with relevant user interfaces available on the Website and/or otherwise accessible, owned, administered, supported and developed by us and our services stipulated in this Agreement and intended for Merchants to accept bitcoin and other digital currencies as payment from purchasers of goods or services or donations, as well as conclusion of Virtual Currency Purchase-Sale Agreement;
      3. Merchant - business that offers products and/or services for sale in virtual currencies or bona fide charitable organizations that accept donations in virtual currencies;
      4. Working day - any day of a year, except for Saturdays, Sundays and the holidays provided for by the legislation of the Republic of Lithuania. The start and end of the Working day shall be determined in accordance with the Lithuanian (Vilnius) time;
      5. Website - the website coingate.com including all its sub-domains;
      6. Account - a link generated in your name at your sign up (registration) to the CoinGate System, which you can use to login to and identify yourself in the CoinGate System;
      7. Abandoned Account - any inactive Account through which no transactions have been processed for a minimum of six months or for which contact information (address, phone numbers, email address) is no longer valid.
      8. Terms and Conditions - the Terms and Conditions of the present Contract, as well as any annexes to it, which are referred to in the Terms and Conditions of the Contract;
      9. Conventional Currency - Euros or U.S. Dollars;
      10. Virtual Currency - the virtual currency Bitcoin and / or other virtual currencies (altcoins);
      11. Virtual Currency Purchase-Sale Agreement - a remote non-recurrent agreement entered by and between you and us on the basis of these Terms and Conditions on either purchase from us or sale to us of the Virtual Currency. A particular Virtual Currency Purchase-Sale Agreement shall be the basis for corresponding transactions in the Virtual Currency.
    2. Where required by the context, the concepts used in the singular form in these Terms and Conditions shall be deemed to include their plural form and vice versa.
  3. Preconditions for Use of the CoinGate System.
    1. An absolute prerequisite for using the CoinGate System is creation of your Account at the CoinGate System. The right and possibility to use the CoinGate System will be granted to you only upon registering at the CoinGate System in accordance with the procedure laid down further in these Terms and Conditions by submitting the required data about yourself. If you are acting on behalf of a legal entity, you must also provide the data about the legal entity represented by you.
  4. Use of Software
    1. To log into the CoinGate System you can use your own software that meets the requirements specified at the Website or the programs (applications) downloaded from the Website provided by us. The requirements for software intended for logging in to the CoinGate System as well as the instructions for downloading and installation of the programs (applications) provided by us shall be made available at the Website.
  5. Legal Effects of Actions Performed at the CoinGate System.
    1. By using the CoinGate System you shall agree and acknowledge that all and any actions (transactions) performed by using your Account at the CoinGate System related to conclusion and implementation of the Virtual Currency Purchase-Sale Agreements, the use of other services offered by the CoinGate System and/or discharge of other provisions of the Terms and Conditions, which have been confirmed in the manner specified in these Terms and Conditions and the CoinGate System, shall be valid and causing the same legal effects as the actions (transactions) formalized by a paper document signed by you, and if you are acting on behalf of a legal entity, then also by a paper document endorsed with a stamp of such entity.
  6. Creation of an Account at the CoinGate System.
    1. To identify you as you log into to the CoinGate System through your Account, your e-mail address and a login password created by you as well as data provided by you in accordance with the procedure laid down further in these Terms and Conditions shall be used.
    2. The e-mail address specified by you and intended for your identification shall be valid throughout the entire period of validity of your Account and cannot be changed. You shall be entitled to change the login password intended for your identification at any time by taking appropriate actions specified at the Website.
    3. Your Account at the CoinGate System will be created upon specifying your e-mail address and creating your login password. The creation of the Account will grant you a right to use the Website and familiarize yourself with the operation of the CoinGate System, however this will not be a sufficient basis for entering into the transactions in the Virtual Currency.
    4. To enter into the transactions in the Virtual Currency (to conclude the Agreements of Purchase-Sale and to implement them) you shall have to disclose properly your identity to us. To that end, before entering into your first transaction, you must register in the CoinGate System by e-mailing us uploading in the CoinGate System the following documents:
      1. if you are acting on behalf a legal entity, then a scanned colour copy of this legal entity's registration certificate or electronic certified extract from the Register of Legal Entities;
      2. if you are acting as a natural person, then a scanned colour copy (of the pages or sides with the person's name, surname, and personal number) of a valid identity document (passport of a citizen, personal identity card) issued by a competent state authority.
    5. You shall be obliged to inform us on any change of the documents specified in the clause 6.d of these Terms and Conditions by providing us with the copies of the changed documents under the procedure stated above not later than within ten (10) days.
    6. We shall reserve the right to request originals of the scanned documents or duly certified paper copies from you.
    7. You must ensure the secrecy of your Account and your login information used to enter into the CoinGate System. We shall assume no responsibility for any actions at the CoinGate System that are not initiated by you and any consequences thereof, if such actions have been taken and confirmed after logging into the CoinGate System with your e-mail address and your password. All the risk regarding the actions indicated in this clause shall fall exclusively on you.
    8. Actions and procedure for creating your account, registration and logging into the CoinGate System shall be specified in detail on the Website.
  7. Limitation of Our Liability.
    1. The CoinGate System shall enable you to accept bitcoin and other virtual currencies as payment from purchasers of goods or services or donation, conclude and perform the Virtual Currency Purchase-Sale Agreements more conveniently, but it shall neither be intended per se for rewriting, storage or value setting of the Virtual Currency nor perform such functions. Therefore we under no circumstances shall assume the responsible for change in or loss of the value of Virtual Currency.
    2. You should consider the fact that for objective reasons the value of the Virtual Currency may change rather much and this may happen in a rather short time. Therefore, when entering into a Virtual Currency Purchase-Sale Agreement, you should bear in mind that the value of the Virtual Currency with regard to the Conventional Currencies (money) may have changed at the moment of fulfilment of the agreement (rewriting of the Virtual Currency to its acquirer) and be at variance with the value, which was at the moment of its conclusion. The risk resulting from such value change shall fall on you.
    3. IN NO EVENT WILL WE BE LIABLE TO YOU, LEGAL ENTITY YOU REPRESENT OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE COINGATE SYSTEM, AS WELL AS YOUR RELATIONS FROM YOUR CUSTOMERS AND DONATORS, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. IN NO EVENT WILL WE BE LIABLE TO YOU, LEGAL ENTITY YOU REPRESENT OR ANY THIRD PARTY FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR COINGATE ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN. IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE COINGATE SYSTEM EXCEED THE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
    4. YOU AGREE TO INDEMNIFY, RELEASE AND HOLD HARMLESS US, OUR AFFILIATES AND ANY COMPANY UNDER COMMON OWNERSHIP OR CONTROL WITH US OR OUR AFFILIATES, AS WELL AS THE OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES AND EMPLOYEES OF THE FOREGOING, FROM ANY CLAIM, LIABILITY, LOSS, EXPENSE OR DEMAND, INCLUDING LEGAL FEES, RELATED TO A PARTICULAR TRANSATION, A PURCHASE, PRODUCT, GOOD AND (OR) SERVICE, DONATION, YOUR ACCESS OR USE OF THE COINGATE SISTEM OR ANY OF THE INFORMATION, MATERIALS, PRODUCTS OR SERVICES AVAILABLE THROUGH THE COINGATE SYSTEM.
    5. THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OF THE SOFTWARE, OUR EMPLOYEES AND AFFILIATES, COPYRIGHT HOLDERS, OR WE BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
  8. Relationship of the Parties.
    1. The parties are independent contractors and nothing in this Agreement shall make them joint venturers, partners, employees, agents or other representatives of the other party. Neither party shall make any representation that suggests otherwise.
  9. Development and Modification of Our Software.
    1. We reserve a right to exercise our discretion at any time to develop, improve, and otherwise modify the Website and (or) the applications comprising the CoinGate System or other programs related to service provision, the functions and functionality of the Website and (or) of the CoinGate System, including (but not limited to): quantity of functions (by both increasing and decreasing it), their scope (by both increasing and decreasing it), procedure for use of the functions, scope of data required for your identification and identification procedures etc. If needed and possible, at our discretion we will publish information about the changes indicated in this clause on the Website. We assume no responsibility for any losses and inconveniences to you and any third parties, which may be sustained as a result of exercising of our right indicated in this clause, or we are released from such responsibility.
  10. Integration of the CoinGate system, APIs and plug-ins
    1. In case you decide to integrate the CoinGate system, any part thereof, application programming interfaces (APIs) and / or plug-ins in your website and / or system, you do so at your own full risk and cost. In no event will we be liable to you or any third party for any direct, indirect, special, incidental, consequential, exemplary or punitive damages or any loss, theft, disappearance, or damages for lost profits, lost revenues, lost data or other intangible losses that result from the said integration.
    2. In case you decide to integrate the CoinGate system, any part thereof, application programming interfaces (APIs) and / or plug-ins in your website and / or system, you are obliged to integrate in your website and / or system a standard merchant disclaimer in a non-modified form and make sure that your purchasers and / or donators expressly confirm their acquaintance with the said disclaimer prior to making any payment and / or donation to you.
  11. Restrictions on and Termination of Provision of Services.
    1. We reserve a right to restrict or terminate provision of services discussed in these Terms and Conditions of the Agreement to you, to suspend fulfilment of concluded Virtual Currency Purchase-Sale Agreement and (or) to repudiate it at any time without any prior warning as well as to block or delete your Account if you fail to fulfil or improperly fulfil your obligations specified in these Terms and Conditions of the Contract and (or) arising from the Contract or otherwise violate the provisions of the Contract or when provision of respective service to you might threaten the security of the CoinGate System or the Website or upon instruction or suggestion from competent public authorities or if such restrictions become necessary according to legislation or if we suspect that you use the services for illegal, fraudulent and (or) unfair activities or if we think that your use of the services may damage our reputation. If the provision of the services is restricted or terminated as a result of our suspicion that you are engaged in illegal fraudulent and (or) unfair activities, it is your responsibility to prove the absence of such a circumstance to us.
    2. We reserve a right to restrict or terminate provision of services at any time without any prior warning or to impose special conditions for the use of the services if you are engaged in activities that, in our opinion, involve greater risk (organisation of gambling, trade in restricted items etc.).
    3. Other restrictions on provision of services or cases and conditions of application thereof may also be specified on the Website.
  12. Information Storage.
    1. We undertake to store essential information related to entering into and fulfilment of Virtual Currency Purchase-Sale Agreements for our own needs for at least ten (10) years in durable media of our choice.
    2. On the other hand, in order to have proof of actions taken by you or by us in fulfilment of these Terms and Conditions, you should save corresponding information and store it in durable media of your choice.
    3. We undertake to make appropriate efforts in accordance with usual practice in safekeeping information related to provision of the services (including your data); however we cannot guarantee total security of the information and data. We are liable for any negative consequences you suffer as a result of loss of information and data on the Website (in the CoinGate System) only if we are found guilty for that.
  13. Fees.
    1. Our fees and rates we will charge you for using the CoinGate System concluding Virtual Currency Purchase-Sale Agreements as well as for other services provided under these Contractual terms and Conditions, including the special (additional) provisions thereof, are indicated on the Website. You will have to pay us for specific transactions with Virtual Currency at the rates indicated on the Website and applicable at the moment those transactions are carried out. Unless agreed to the contrary in writing under separate agreement between us and you, we charge a flat 1% transaction fee per each processed transaction, which is charged immediately upon acceptance of payment from a purchaser or donator. You hereby authorize us to deduct the said commission fee on your behalf.
    2. We hereby reserve the right to apply discounts, at our own discretion, on the fees we charge. The level of discounts and the terms of their application are set forth in Section IV hereof and/or the Website.
  14. General Rights and Obligations.
    1. Your obligations:
      1. to act in good faith and adhere to these Terms and Conditions as well as other provisions, use the CoinGate System according to the regulations governing its use, and timely discharge your financial obligations to us;
      2. to promptly (but not later than on the same working day as you become aware of that) notify us by our email address given on the Website of improperly provided services, of loss, theft, unauthorized use or illegal acquisition of the CoinGate login data, and also of loss of your smart device used for logging into the CoinGate System;
      3. at our request or at the corresponding requirement shown in the CoinGate System to correct your personal data so that they are current. We reserve the right to immediately, with no additional notification discontinue and (or) suspend any transactions in the Virtual Currency with you if you do not honour or improperly honour your obligations specified in this clause;
      4. to register at the CoinGate System only once, except when your account becomes accessible to other persons. In such a case you can create a new account after you advise us by email and we block the old account and enable you to create a new account;
      5. not to use the CoinGate System and services for illegal actions (making illegal transactions, fraud etc.) as well as for activity that may hurt our reputation, or for the purposes of money laundering and terrorist financing. Should you have any doubts regarding compliance of your activity with requirements set out in this clause you must report the nature of your activity to us and not carry out any transactions in Virtual Currency until we instruct otherwise;
      6. to take all the reasonable measures necessary to prevent illegal disclosure, appropriation, or use of your data related to transactions in Virtual Currency;
      7. at all times to comply with all applicable laws and regulations, including but not limited to anti-money laundering and terrorist financing regulation, personal data protection laws, unfair commercial practices regulations, consumer rights laws, advertising laws.
    2. Our obligations to you:
      1. to act in good faith and with discretion so as to best meet your interests;
      2. to strive to enable the intended use of the Website and the CoinGate System, timely take measures to correct the operation faults with the Service provision and (or) the CoinGate System;
      3. to properly discharge our financial obligations to you.
    3. Having registered on the CoinGate System you automatically agree to receive by email (to the address provided at the time of registration) from us information related to transactions in Virtual Currency, including various offers to obtain additional services, products etc. You may cancel your agreement indicated in this clause at any time by submitting a corresponding notification to us in the manner specified at the Website.
  15. Your Assurances and Guarantees.
    1. By using the Website and the CoinGate System, you thereby shall guarantee that the information and data provided by you:
      1. is accurate, correct, up to date and not misleading;
      2. is free of viruses or other computer programs or files that could interfere with normal functioning of the CoinGate System and/or related applications.
  16. Amendments to these Terms and Conditions.
    1. We hereby reserve the right to exercise our discretion at any time to amend these Terms and Conditions by publishing an updated text of the Terms and Conditions on the Website. If after the publishing of the updated text of the Terms and Conditions on the Website you will continue entering into the transactions with the Virtual Currency, it shall be deemed that you agree with the amended Terms and Conditions and undertake to be bound by them.
  17. Intellectual Property Rights.
    1. Any agreements or other transactions entered into on the basis of the Terms and Conditions shall not be the royalty agreements. We and you shall not transfer or grant any copyright or the rights related hereto to each other, except for the right to use our relevant applications discussed in these Terms and Conditions or other computer programs that are provided to you so as to enable you to log into the CoinGate System and enter into appropriate transactions related to the Virtual Currency in accordance with the licence agreements (package licenses) accompanying respective application or other computer program.
  18. Confidentiality.
    1. Both we and you shall commit not to disclose any confidential information that comes to our/your knowledge in relation to this Agreement. This commitment shall be given for an indefinite period. The provision of confidentiality shall not apply when the information is provided by any of the Parties to its lawyers, auditors or other persons invoked by that Party for performance of the agreements provided for in the Terms and Conditions of the Contract and obliged by law or written documents to honour the provision of confidentiality, as well as to supervisory bodies and other authorities that have a right to access this information in accordance with the conditions set out by the law.
    2. We shall automatically consider confidential the information on the content of transactions with the Virtual Currency, security requirements related to the transactions with the Virtual Currency, technical data, know-how, trade secrets related to activities of any of the Parties, and any other non-public information of the other Party that has been specified as confidential by such Party, and you shall be required to consider it confidential as well.
  19. Legal Protection of Personal Data.
    1. In order to provide virtual currency purchasing and payment processing services, we collect, use, store and otherwise process information about you as permitted by the legal acts of the Republic of Lithuania, the European Union General Data Protection Regulation (No 2016/679) and other legal acts.
    2. We will collect, use, store, and otherwise process information about you as described in detail by our Privacy Policy available at https://coingate.com/privacy and updated from time to time, as well as other provisions of this Agreement. You have to familiarize yourself with the Privacy Policy prior to executing this Agreement. In case you find the Privacy Policy or any parts thereof unclear or unintelligible, please refer to our Data Protection Officer, as explained by the Privacy Policy, prior to executing this Agreement and he / she will help you. By way of executing this Agreement, you acknowledge that you have familiarised himself yourself with and understood the Privacy Policy.
    3. We implement appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
    4. You are obliged to inform us in writing immediately in case any information we hold about you is inaccurate or not up to date or you believe that any of the information about you is collected, used and stored by us in a manner not compliant with applicable laws.
    5. By accepting this Agreement you or an entity you represent, as a data controller, authorize us, as a data processor, to process personal data controlled by you and entrusted to us (information about your representatives and purchasers / donators) on your behalf and pursuant to your instructions for the sole purpose of providing you with the CoinGate System and services.
  20. Validity of the Terms and Conditions.
    1. Should any provision of the Terms and Conditions appear to be in conflict with mandatory law and therefore null and void, this shall not make all the Terms and Conditions or the agreements concluded on the basis thereof null and void. In such a case we shall undertake to replace the null and void provision of the Terms and Conditions with economically and legally nearest its equivalent.
  21. Governing Law. Jurisdiction.
    1. These Terms and Conditions of the Contract have been prepared with reference to the law of the Republic of Lithuania. The agreements concluded on the basis of the Terms and Conditions and the legal relations resulting from or in relation to them shall be governed by the law of the Republic of Lithuania.
    2. Any legal disputes arising from or in relation to the agreements concluded based on these Terms and Conditions shall be handled at a court of the Republic of Lithuania according to the seat of the Service Provider (Vilnius, the Republic of Lithuania).
  22. Submission of Complaints and Claims.
    1. You may submit your complaints and claims regarding failure to perform or undue performance of the provisions of these Terms and Conditions to us by e-mail to the address info@coingate.com

Section II. Use of the CoinGate System

  1. Subject Matter of Section III of the Contractual Terms and Conditions.
    1. The subject matter of this Section III of the Contractual Terms and Conditions shall be opening and administration of the Virtual Currency Account in the CoinGate System as well as the associated services. This Section II supplements the Section I.
    2. Provisions established in this Section shall govern the use of the CoinGate System for accepting the Virtual Currency as payment of your clients for the goods and/or services you supply and / or donations as well as for keeping such Virtual Currency and selling it to us (exchanging for the Conventional Currency).
    3. Provisions established in this Section do not entitle any natural persons to exercise the operations indicated herein with the Virtual Currency in the CoinGate System for the consumer purposes, i.e. the purposes not related to their business, trade, craft trade or profession.
  2. Terms and Definitions used in this Section.
    1. The following terms and definitions are used in this Section III:
      1. Place of Settlement - the place you administer or use otherwise for your clients (as defined further) to discharge their monetary obligations (payment for the goods or services you sold, etc.); Place of Settlement in the meaning of these Contractual Terms and Conditions may also be your e-shop.
      2. Client - a natural or legal person having a monetary obligation towards you under a transaction concluded and intending discharge of such obligation by paying in Virtual Currency Bitcoin.
    2. Where the context requires so, all references to the singular shall also mean the plural and vice versa.
    3. Other terms used in this Section shall be interpreted as defined in Section I above.
    4. Provisions of this Section shall not apply to the users, i.e. natural persons, who use the CoinGate System for the purposes not related to their business, trade, craft trade or profession. Use of the CoinGate System for the purposes and according to the procedure indicated in this Section shall mean usage of the system for the purposes related to your business, trade, craft trade or profession.
  3. Registration of Places of Settlement.
    1. To use the CoinGate System for the purposes set forth in this Section you should register at least one Place of Settlement in the CoinGate System. Places of Settlement are linked to a specific Account in the CoinGate System, thus registration of the Places of Settlement would be possible only when such Account has been created. Your list of the Places of Settlement may be any time adjusted (supplemented, changed, eliminated) upon logging in the CoinGate System and adequate identification of your data.
    2. We hereby reserve the right to limit the number of the Places of Settlement linked to one Account registered in the CoinGate System.
    3. The procedure for registration of the Places of Settlement in the CoinGate System, and the actions of the list adjustment are described in detailed on the Website.
  4. Opening and Administration of the Virtual Currency Account in the CoinGate System.
    1. Upon registration of the Place of Settlement you will become entitled to open in the CoinGate System a Virtual Currency Account on your own behalf (on behalf of the legal person you represent). The procedure for opening of the Virtual Currency Account in the CoinGate System is described in detailed on the Website.
    2. The Virtual Currency Account opened on your own behalf (on behalf of the legal person you represent) may be used for receipt of the Virtual Currency, as well as sales to us in accordance with the procedure set forth in Section II above.
  5. Collecting Virtual Currencies on your behalf.
    1. You authorize us to receive Virtual Currencies, hold, exchange and disburse them, as well as deduct our commission on your behalf, and to take any and all actions that we find necessary or desirable to provide the CoinGate System or to comply with all applicable law and this Agreement. Payments by your customer or donator to us will be considered the same as payment made directly to you. We are not authorised to take any action on your behalf, except as stated in this Agreement.
    2. In relation to payments and / or donations in virtual currencies made to you, any legal relations are between you as a merchant and your customer making a payment or donator. We are not a party to relations between you as a merchant and your customers and / or donators making payments in virtual currencies. We do not accept any queries, letter, requests and (or) complaints regarding you, your services, products, activities and (or) a payment and (or) a donation), or a purchase related to relation between you as a Merchant and your customers (donators).
    3. We collect Virtual Currencies to the Virtual Currencies Account exclusively for and on behalf of you. We do not engage into any other activities on behalf of you, are not your representative, agent or employee. We shall not control, monitor, assess, authorise (and) or supervise your activities and (or) particular purchases / donations. The foregoing does not preclude us from exercising our right to restrict or terminate provision of services discussed in these Terms and Conditions of the Agreement to you at any time pursuant to Paragraph 10 of this Agreement.
  6. Refunds and Abandoned Accounts
    1. You will maintain a clear refund policy and disclose it to your customers / donators ensuring that your policies and procedures comply with all applicable laws and regulations, and with the provisions of this Agreement. You authorize us to process refund requests and issue refunds on your behalf only in case of an underpayment, overpayment or overdue virtual currency payment. We are not able and will not issue refund on your behalf in any other cases, including but not limited to your failure to deliver service, product, project or otherwise perform your obligations towards customers, donators and other individuals. You can request a refund on behalf of a customer. Refunds on fulfilled invoices must be requested within 6 months following the original transaction. We will charge fees for processing refunds on your behalf as indicated in our website. We reserve the right to determine minimum amount that can be refunded on your behalf. Further terms of our refund policy can be indicated in our website. This paragrah does not have any effect on Paragraph 27 of this Agreement.
    2. If your Account becomes an Abandoned Account with a balance due to you, you shall be assessed a monthly Abandoned Account fee as indicated in our website. You authorize and instruct us to deduct the Abandoned Account fee from your Account on your behalf. In addition, all costs incurred by us in managing your Abandoned Account, will be deducted from your Account on your behalf.
  7. Scope of Services. Additional liability provisions.
    1. Services provided under this Section allow you having and administering the Virtual Currency Account in the CoinGate System as well as obtaining the Virtual Currency information (price of the Virtual Currency (value in comparison to the Conventional Currency) at a given moment); however, neither the services nor the CoinGate System are intended per se for rewriting, storage or value determination. Therefore, under no circumstances we shall assume the responsibility for any change in or loss of the value of your Virtual Currency.
    2. You have to take into account that, for objective reasons, the value of the Virtual Currency may change rather significantly in a rather short time. Therefore, when selling goods to your Clients and accepting the Virtual Currency as payment, you should bear in mind that the value of the Virtual Currency paid may have changed at the moment of return of the goods. The risk resulting from such value change shall fall on you.

Section III. Virtual currency purchase-sale operations

  1. Subject Matter of Section II of the Contractual Terms and Conditions.
    1. The subject matter of this Section II of the Contractual Terms and Conditions shall be the conclusion and performance of Virtual Currency Purchase-Sale Agreements in the CoinGate System.
  2. Purchasing Virtual Currency from Us.
    1. We reserve the right to determine minimum and (or) maximum amounts of the Virtual Currency to be purchased in a single operation indicating such restrictions on the Website.
    2. To conclude an agreement on purchasing Virtual Currency from us you have to enter the amount of Conventional Currency of your choice, for which you want to buy Virtual Currency, or the quantity of Virtual Currency you want to buy into corresponding fields of the CoinGate System. The CoinGate System will automatically calculate and offer on our behalf either preliminary quantity of Virtual Currency (if you specified the amount of Conventional Currency you want to spend on purchasing Virtual Currency) or preliminary price of Virtual Currency (if you specified the quantity of Virtual Currency you want to buy).
    3. Please note that in cases indicated in the clause 31.b of these Terms and Conditions the calculated amounts (of quantity or price of Virtual Currency) are only preliminary. The final quantity of Virtual Currency you have purchased will be calculated and confirmed at the moment the Virtual Currency is rewritten to you.
    4. You can confirm your will to purchase Virtual Currency from us for the price offered in accordance with the clause 31.b of these Terms and Conditions (that is, to accept our offer) by transferring the specified amount of Conventional Currency to our bank account specified in the CoinGate System. Once our bank account is credited with the specified amount of Conventional Currency it will be considered that you have concluded a specific Virtual Currency Purchase-Sale Agreement with us.
    5. Once our bank account is credited with the amount of Conventional Currency you have transferred the CoinGate System generates and provides you with a notification of possibility to redeem (to rewrite in your name) the quantity of Virtual Currency you have purchased. You can redeem (rewrite in your name) the quantity of Virtual Currency indicated in the notification by clicking the REDEEM link in the CoinGate System. At the moment the REDEEM link is clicked final calculation and pegging of price of the Virtual Currency you have purchased occurs, the quantity of Virtual Currency you have purchased is rewritten in your name, and that Virtual Currency Purchase-Sale Agreement is considered discharged.
    6. CoinGate system enables you to select automatic redemption of the Virtual Currency you have purchased after the money in Conventional Currency is paid to us (Autoredeem function). This option being selected redemption of the corresponding amount of the Virtual Currency will be performed no later than on the next working day following the crediting of our bank account with the amount of the Conventional Currency you have paid to us, without requesting any additional confirmation from you.
    7. Please note that, as specified above, during the time from presentation of the preliminary price of the Virtual Currency (calculated by the CoinGate System after you enter the required information) to you to rewriting of the Virtual Currency in your name, the value of the quantity of the Virtual Currency you have purchased can change (increase or decrease). As a result the quantity of the Virtual Currency rewritten in your name can be different (greater or smaller) from the preliminary indication.
    8. The CoinGate System will automatically generate and send you a notification of successful conclusion and discharge of the Virtual Currency Purchase-Sale Agreement.
    9. Except for the case specified in the clause 31.f of these Terms and Conditions, if during 14 (fourteen) days following the provision of the notification specified in the clause 31.e of these Terms and Conditions you do not redeem (do not rewrite in your name by clicking REDEEM) the purchased quantity of the Virtual Currency, you will be considered having denounced the Virtual Currency Purchase-Sale Agreement. In such a case you will be refunded the Conventional Currency amount you have transferred to us, after deduction of the bank fees we are charged for money transfer and the amount of our commission.
    10. Once you redeem the purchased Virtual Currency (whether by clicking the REDEEM link or automatically pursuant to clause 31.f of these Terms and Conditions) you cannot denounce the Virtual Currency Purchase-Sale Agreement.
  3. Selling Virtual Currency to Us.
    1. We reserve the right to determine minimum and (or) maximum amounts of the Virtual Currency to be sold to us in a single operation indicating such restrictions on the Website.
    2. To conclude an agreement on selling Virtual Currency to us, you must enter the amount of the Virtual Currency you want to sell into corresponding fields of the CoinGate System. The CoinGate System will automatically calculate and offer on our behalf a price in Conventional Currency of your choice, for which we are ready to purchase the quantity of the Virtual Currency you offer. Such an offer generated by the CoinGate System is valid and binding for us for 20 (twenty) minutes.
    3. You can confirm (accept) the offer generated by the CoinGate System on our behalf to purchase Virtual Currency from you within 20 (twenty) minutes after it is made, by taking appropriate action: rewriting the quantity of Virtual Currency specified in the offer to us on the Website, in the CoinGate System, in the predefined manner. Once this quantity of Virtual Currency is redeemed by us the Virtual Currency Purchase-Sale Agreement is considered concluded and discharged.
    4. Once the quantity of Virtual Currency you have sold us is rewritten in our name we will transfer you the corresponding amount of conventional currency of your choice to the bank account specified in your Account, after deduction of the amount of our commission.
    5. The CoinGate System will automatically generate and send you a notification of successful conclusion and discharge of the Virtual Currency Purchase-Sale Agreement.
    6. Once the Virtual Currency sold to us is redeemed by us you cannot denounce the Virtual Currency Purchase-Sale Agreement.

Section IV. System of discounts

  1. Subject Matter of Section IV of the Contractual Terms and Conditions.
    1. The subject matter of this Section IV of the Contractual Terms and Conditions shall be the basis and procedure for application of discounts on the fees we apply.
    2. Pursuant to the provisions of this Section IV the discounts shall exclusively apply to the fees charge for conclusion of the Virtual Currency Purchase-Sale Agreements in the CoinGate System. No discounts shall apply on the fees charges for other services in the CoinGate System, (Virtual Currency acceptance, storage, etc.).
  2. Conditions for Application of Discounts referred to in Section IV.
    1. To be eligible to the application of discounts described in this Section IV you shall comply with both preconditions: (1) be registered in the CoinGate System, and (2) have a referral link in the CoinGate System which was created in the Website in your own name.
  3. Procedure for Application of Discounts referred to in Section IV.
    1. If you are eligible to the discounts described in this Section, the discount on the fee applicable for each Virtual Currency purchase-sale transaction concluded by the Client who has registered in the CoinGate System via your referral link, shall be up to 1 (one) percent from the amount of the Virtual Currency purchased-sold under the transaction. The precise discount applicable at a given moment is published in the Website.
    2. The amount of discount referred to in clause 35.a above may be designated, at your own discretion, exclusively for you (in such case your Client pays the entire fee, while the relevant amount of discount from such fee will be transferred to you), or exclusively for your client (in such case the fee payable by your Client will be reduced by a relevant amount of the discount), or divided, in the proportion selected at your own discretion, among yourself and the Client (in such case the fee payable by your Client will be accordingly reduced, while you will receive a certain amount of the discount without exceeding the total amount of the discount). Your selection may be exercised in accordance with the procedure set forth in the Website.
    3. Discounts referred to in this Section IV shall be paid in the Virtual Currency only.