TERMS AND CONDITIONS FOR THE USE OF THE BIT2ME COMMERCE PLATFORM
VERSION: 09-2023
TABLE OF CONTENTS
- 1. INTRODUCTION
- 2. COMMERCE CLIENT
- 3. DESCRIPTION OF BIT2ME COMMERCE
- 4. PENALTIES
- 5. OBLIGATIONS AND WARRANTIES
- 6. RISK INFORMATION
- 7. LIMITATION OF LIABILITY
- 8. INDEMNIFICATION
- 9. TAX IMPLICATIONS
- 10.PREVENTION OF MONEY LAUNDERING
- 11.DATA PROTECTION
- 12.INTELLECTUAL PROPERTY
- 13.TERMINATION/RESOLUTION
- 14. NOTIFICATIONS
- 15. APPLICABLE LAW AND JURISDICTION
- 16. CONFIDENTIALITY
- 17.ADVERTISING
- 18.MISCELLANEOUS
- 19.Date and signatures
1. INTRODUCTION
This contract governs the contractual relationship between ________________("Merchant") and BITCOINFORME, S.L. (hereinafter "Bit2Me") with registered office at Calle Germán Bernacer, no. 69, Postal Code 03203, Elche, Alicante, and with NIF: B54835301, whereas ___________________ and Bit2Me are hereinafter referred to separately as "Party" and jointly as "Parties", with respect to your use of the Bit2Me Commerce Product, and constitute a legally binding agreement ("Agreement") between the parties.
2. COMMERCE CLIENT
Only Merchants who meet all the conditions listed below may enter into this Agreement and use the Bit2Me Commerce Product:
a) The Merchant shall be a natural or legal person who is considered a merchant as established in Article 1 of the Spanish Commercial Code or analogous regulation.
b) The Merchant must be validly incorporated in accordance with applicable law.
c) Merchant registered on the Bit2Me platform and has accepted the General Terms and Conditions of Bit2Me, the Privacy Policy, the Legal Notice and the Cookies Policy.
d) Not be a Merchant domiciled or with a registered office in (United States, Japan, Afghanistan, North Korea, Cuba, Guinea Bissau, Iran, Iraq, Syria, and Tajikistan), and not have any relevant connection with any jurisdiction where we have prohibited or restricted access to Bit2Me Commerce services;
e) Carry out the account verification tests on the Bit2Me platform.
f) By signing this Agreement, you acknowledge and confirm that you meet all the conditions set forth above. In the event that it is subsequently determined that the Merchant has not met or no longer meets any of these conditions, we may suspend the Bit2Me Commerce services and/or related services and close your account on the Bit2Me platform.
g) Likewise, Bit2Me may at any time and without liability to the Merchant:
- reject your request to use the Bit2Me Commerce services;
- change the conditions for entering into the Agreement for Bit2Me Commerce services;
- suspend all or part of the Bit2Me Commerce services;
- Change, update, remove, cancel, suspend, any feature, component, content, or rewards plan in relation to the Bit2Me Commerce services.
- Establish a purchase amount limit that end customers can make.
3. DESCRIPTION OF BIT2ME COMMERCE
3.1.SERVICE
Bit2Me Commerce is an online payment gateway and aims to offer Merchants the ability to receive payments from their customers using cryptocurrencies. In this sense, Bit2Me Commerce is available for those companies and/or self-employed individuals who have an e-commerce business and wish to facilitate purchases with cryptocurrencies for their end customers (hereinafter "End Customer").
In addition, through Bit2Me Commerce, Merchants can make withdrawals, exchanges, and other operations with cryptocurrencies thanks to a configurable interface that allows operating with virtual wallets in a personalized, secure, and simple way.
The services provided by Bit2Me Commerce are not considered an investment or a speculative tool.
Bit2Me offers the service solely and exclusively to the Merchant, however Bit2Me will have the email address provided by the user, upon acceptance of Bit2Me's Privacy Policy, to carry out the necessary checks to verify and confirm the transaction made. The payment by the merchant's end user in cryptocurrencies will be made and deposited directly into a cryptocurrency wallet of the Merchant custodied by Bit2Me.
3.2. OPERATION OF BIT2ME COMMERCE
a. The Merchant, prior to signing the contract for the provision of the Bit2Me Commerce service, must pass the KYB process that Bit2Me has established, as determined by Law 10/2010 of April 28, on the prevention of money laundering and the financing of terrorism. For this, Bit2Me may request any necessary information and documentation. If the Merchant passes the KYB process, they may proceed to sign the contract.
b. Once the contract for the provision of the Bit2Me Commerce service is signed, the Merchant may access the Bit2Me web platform using a username and password. Likewise, Bit2Me will provide the Merchant with the Bit2Me Commerce Technical Manual. Bit2Me reminds you that both the username and password are confidential and it will be the responsibility of the Merchant to safeguard this information.
c. The Merchant, in accordance with the documentation provided by Bit2Me, will carry out their own integration of the cryptocurrency payment method on the Merchant's platform. The Merchant may contract this integration from Bit2Me, paying an additional cost that will be quoted and delivered to the Merchant for their hiring, if applicable. Bit2Me may carry out the contracted integration either directly or subcontract a third party to perform said integration. At this point, the appropriate tests will be carried out to verify the proper functioning of the service. Once its operation is verified, the Merchant may offer this payment method to its end customers.
d. Once the end customer decides to make the payment with cryptocurrencies, Bit2Me Commerce will generate a QR Code and a public transaction address. The End Customer must have their own wallet (e.g., Bit2Me Wallet) to complete the transaction.
e. Bit2Me Commerce, through the platform, will provide the amount to be paid in the corresponding legal tender, specifying the respective exchange to the cryptocurrency previously selected by the end customer. The "select another payment method" tab will allow returning to the "payment method selection".
f. Once the payment is completed by the end customer, Bit2Me must verify the transaction. Both the Merchant and their end customer will receive an automatic payment confirmation if it has been correctly verified.
g. Bit2Me will deliver the cryptocurrencies to the Merchant's wallet.
An email address, support@bit2me.com, is available for any questions the Merchant may have regarding the payment details shown on the receipt.
3.3. SUPPORTED CRYPTOCURRENCIES
The cryptocurrencies supported by the Bit2Me Commerce service can be consulted via the following link:
https://support.bit2me.com/en/support/solutions/articles/35000201159.
All cryptocurrencies indicated in the link above are listed on the Bit2Me platform and are subject to review, at our sole and absolute discretion.
3.4.FEES
Depending on the fees agreed with the client, option A or B will be applied
Option A:
The current fees applicable to the Bit2Me Commerce service can be consulted via the following link: https://support.bit2me.com/en/support/solutions/articles/35000201787-the-fees-in-bit2me-commerce
All fees indicated in the link above are listed on the Bit2Me platform and are subject to review, at our sole and absolute discretion.
Option B
The following special fees will apply:
● Fee of [*] PERCENT ([*]%) for all transactions occurring using this service;
● Fee of [*] PERCENT ([*]%) for the conversion of cryptocurrencies to euros and from crypto to crypto (swap).
The economic conditions established in this contract are confidential, so it is prohibited to communicate them to third parties.
The Merchant will operate in their EUR Fiat wallet and may make transfers to their bank account that supports this currency.
If the company is located outside the European Union, Bit2Me will invoice its services as a transaction not subject to VAT due to localization rules. The Merchant must pay the VAT in their jurisdiction.
3.5.IDENTIFICATION AND VERIFICATION OF THE END CUSTOMER
Bit2Me is considered an obliged entity in accordance with Law 10/2010, of April 28, on the prevention of money laundering and the financing of terrorism.
In order for Bit2Me to comply with the obligations imposed by the regulations on the prevention of money laundering and the financing of terrorism, Bit2Me may require the Merchant for additional information and documentation regarding the end customers of the payment service, in relation to both their identification and, where appropriate, the accreditation of the activity or the lawful origin of the funds.
Taking into account the above and based on the provisions of the regulations on the prevention of money laundering and the financing of terrorism, Bit2Me will carry out a procedure called KYT (Know Your Transaction) that will analyze the origin of the cryptocurrencies sent by the end customer and will detect through an alert system if they are related to illicit conduct. In those cases, Bit2Me will request information from the Merchant about the end customer who carried out said transaction in order to carry out internal due diligence and, if necessary, notify the competent authorities. The Merchant must provide Bit2Me with said required information and documentation.
3.6.PROHIBITED ACTIVITIES
The Merchant agrees with respect to the interactions that occur with end customers, that it will not carry out the following prohibited activities on Bit2Me Commerce. It is at Bit2Me's discretion to determine whether an activity falls into one of the following categories of prohibited businesses or business practices:
Hacking;
Drug trafficking;
Human/sex trafficking;
Smuggling;
Terrorism;
Sale of Kratom;
Child abuse images;
Weapons;
Any activity regulated within or outside the EU without the proper license, exempting specific cases where merchants are exempt from obtaining a license under the law of the relevant jurisdiction.
THC extracts, Nootropics, Anabolics and Steroids;
Unlicensed and/or non-compliant crypto-asset exchanges;
Operators of unregulated peer-to-peer platforms, Financial Brokers / Investment Companies,
Private banking / wealth management businesses, unregulated crowdfunding platforms, unregulated exchanges, unregulated money services businesses;
Unregulated payment service providers, Trust or company service providers (TCSP);
"Professional intermediaries": individuals who create, manage, dissolve or supervise legal entities and arrangements, excluding legal professionals such as lawyers, tax advisors, accountants, and auditors, if the merchant does not pose risks of sanctions evasion or money laundering.
Insurance, secure custody providers, Hawala, consumer credit and low-value loans, business lending services, mortgage credit and high-value asset-backed credit activities;
High-value items and antiques;
Slot machines and physical/online betting, physical/online Casino, physical/online Poker;
Professional sports;
Free trade zones, citizenship by investment programs and investor residency schemes, binary options, and contracts for difference (CFD) activities;
Unregulated virtual asset exchanges;
Construction, real estate;
Physical/online currency exchanges;
TOR-based online gambling, ransomware as a service;
Companies that facilitate the payment of ransoms to cybercriminals on behalf of victims;
Digital forensic incident response
Likewise, the Merchant may not carry out sales operations of its products for more than ONE THOUSAND EUROS (1,000 euros), regardless of whether this amount is reached in a single sales operation or in several linked operations. In the event that a user wishes to carry out a purchase operation from the Merchant for more than ONE THOUSAND EUROS (1,000 euros), the user will have to register as a client on the Bit2Me platform so that, once identified and having passed the entire onboarding process (KYC) established by Bit2Me, they can carry out the operation within the Bit2Me platform environment.
3.7.WITHDRAWAL OF FUNDS
The Merchant may withdraw funds in euros once a day to the bank account linked to the platform, without having to pay any commission for it.
The Merchant, within the Bit2Me platform, may perform a swap or exchange of the accumulated cryptocurrencies in the wallet to FIAT currency. Subsequently, the Merchant will request the withdrawal from Bit2Me by means of a transfer to the bank account provided by the Merchant. That is, for the withdrawal of funds, the provisions of the general terms and conditions of the Bit2Me platform services will apply.
4. PENALTIES
Bit2Me may establish penalties for the Merchant as a consequence of an increase in transactions with incoming cryptocurrencies related to illicit conduct or that violate current regulations, provided that the Merchant, once notified by Bit2Me, continues the activity related to illicit conduct or that violates current regulations. Bit2Me reserves the right to terminate this agreement in the event of an increase in operations and/or payments received by the Merchant related to criminal offenses or conduct contrary to the legal system.
All penalties mentioned in the previous paragraph are subject to review, at our sole and absolute discretion.
5. OBLIGATIONS AND WARRANTIES
The Merchant hereby declares, warrants, and confirms that:
a) The activity carried out by the Merchant does not derive from illegal or illicit activities, money laundering, terrorist financing, fraud, or any other illegal or criminal activity under the Applicable Law in the respective jurisdiction; Likewise, the Merchant will take all possible measures to ensure that end customers do not use the cryptocurrency payment gateway to promote illicit activities.
b) If the Merchant is considered an obliged entity regarding the prevention of money laundering and the financing of terrorism, it assumes the responsibility of carrying out a KYC process of its own end customers; otherwise, the Merchant will assume the possible penalties that may arise from it. Likewise, Bit2Me will not be responsible if the competent authority blocks or seizes funds related to illicit conduct, with the Merchant assuming such damage.
c) It has only sent Bit2Me complete, correct, and updated information and documents;
d) The Merchant is aware that it is subject to the tax regulations of its jurisdiction and will be fully responsible for any declaration and payment of any tax owed to the competent tax authority, as required by Applicable Law. Bit2Me will not be obliged to compensate you for your tax obligations or advise you in relation to your tax affairs. The uncertainty in tax legislation related to cryptocurrencies may expose you to any current or future tax consequences associated with your holding of cryptocurrencies and the use of Bit2Me's Services, for which Bit2Me will not be responsible.
e) The Merchant is aware that it uses the Bit2Me Commerce services at its own risk.
f) The Merchant will keep the supporting documents and files of the payment operations carried out by the End Customers through Bit2Me Commerce for 10 years following their completion and must provide them to Bit2Me within a maximum period of 10 days when requested.
g) The Merchant will be solely responsible to the end customer when the latter requests, in accordance with their rights under consumer and user protection regulations, the return or reversal of the transaction. Bit2Me is not obliged to the end customer for the return of their purchases and/or payments.
h) The Merchant will hold Bit2Me harmless at all times from any charges that may arise from the end customer, whether they are amounts for returns, claims, indemnities or any other claim arising from the exercise of the rights set out in consumer and user regulations or any other rule.
You hereby undertake to:
a) Use the Bit2Me Commerce services in good faith;
b) Not to violate what is stated in this agreement or any Applicable Law in the corresponding jurisdiction;
c) Not to commit any fraud, malicious act or criminal activities;
d) Not to provide incorrect, inaccurate, incomplete, outdated or misleading information;
e) Not to interfere with or intercept our network, system, data or information;
f) Not to upload any virus or other malicious software or program, or attempt to gain unauthorized access to the accounts, website, network or systems of other Merchants/users related to the Bit2Me Commerce services;
g) Not to reverse engineer or disassemble any of our programs, systems or products, or in any way infringe the intellectual property rights and/or those of our partners;
h) Not to cause or launch programs or scripts for the purpose of indexing, surveying, or data mining any part of any of our programs, systems or products, or to unduly overload or hinder the operation and/or functionality of any aspect of the Bit2Me Commerce service;
6. RISK INFORMATION
1.- Cryptocurrencies are more volatile in relation to most fiat currencies and other assets, and this unpredictability of their price can lead to significant losses in a short period of time. Bit2Me and Bit2Me Commerce are not responsible for the cryptocurrency market, and we make no representations or warranties regarding the actual or perceived value of any digital asset, and the quality, suitability, truthfulness, usefulness, accuracy, or completeness of any information provided by Bit2Me or Bit2Me Commerce. Therefore, the Merchant must carefully consider whether holding cryptocurrencies is suitable for the Merchant in light of their financial condition.
2.- Cryptocurrencies are not money or legal tender, are not backed by the government or a central bank, and most do not have any underlying assets, income streams, or other sources of value.
3.- The regulatory status of cryptocurrencies is not currently established, varies among jurisdictions, and is subject to significant uncertainty. Legislative and regulatory changes or actions related to cryptocurrencies or blockchain technology at the state or international level may negatively affect or restrict, as the case may be, the use, transfer, exchange, and value of cryptocurrencies, as well as the services of Bit2Me Commerce or Bit2Me. The value of cryptocurrencies may derive from the continued willingness of market participants to exchange fiat currencies for cryptocurrencies, which may result in the permanent and total loss of the value of particular cryptocurrencies if the market for them disappears.
4.- The nature of cryptocurrencies can lead to an increased risk of fraud or cyber-attacks, and any losses due to fraudulent or accidental transactions will not be recoverable.
5.- Bit2Me and Bit2Me Commerce do not provide investment advice, and information from Bit2Me and Bit2Me Commerce should not be used as a basis for making decisions about potential operations or services to contract with cryptocurrencies in particular.
6.- The Merchant is responsible for determining whether the use of the Bit2Me or Bit2Me Commerce service is legal in their jurisdiction and should refrain from its use if it is illegal in their jurisdiction. If you are unsure, seek independent legal advice.
7.- We may be forced to suspend, cancel, or change aspects and services of Bit2Me Commerce or Bit2Me in any jurisdiction without prior notice if required by regulatory authorities or by applicable law, or for any other reason. In such a case, your cryptocurrencies may be frozen for an indefinite period of time until the matter is resolved.
8.- The Merchant understands and agrees to use Bit2Me and Bit2Me Commerce at their own risk. This clause is not exhaustive and does not disclose all risks associated with cryptocurrencies and the use of Bit2Me Commerce or related services. Therefore, the Merchant should carefully assess whether its use is appropriate based on their specific circumstances and financial resources.
7. LIMITATION OF LIABILITY
The Bit2Me Commerce services are provided "as is" and without any warranty, whether express, implied, or statutory, except as expressly provided in this agreement, to the extent permitted by applicable law. Bit2Me and Bit2Me Commerce disclaim any other warranties, express or implied, made to the Merchant, its affiliates, or any third party, including without limitation, any warranty regarding the quality, suitability, merchantability, or otherwise, of any service or any goods provided incidentally to the Bit2Me Commerce product or service under this agreement.
Notwithstanding any provision in this agreement, Bit2Me is not liable to the Merchant for losses, damages, or claims due to an unusual or unforeseeable event beyond our reasonable control, the consequences of which could not have been avoided even if all due care and diligence had been exercised (force majeure) or arising in connection with:
Any delay, suspension, or interruption of the Bit2Me platform or the Bit2Me Commerce service;
Failures or interruptions in public or private telecommunication networks, communication channels, or information systems;
Acts or omissions of a party for which we are not responsible;
Delay, interruption, or unavailability of third-party services;
The inability of the Merchant to effect or complete any transaction due to platform or system maintenance, a breakdown, or the unavailability of the Bit2Me platform or the Bit2Me Commerce service;
Any unauthorized use of the Bit2Me platform contrary to the provisions contained in this agreement;
Compliance with any applicable law, court orders, or acts of any governmental authority;
Result of hacking, manipulation, transmission of computer viruses, or other unauthorized access or use of the Bit2Me platform;
Notwithstanding any provision in these terms and conditions, in no event shall we be liable to the Merchant for any type of incidental damages, whether direct or indirect, foreseeable or unforeseeable, including but not limited to, loss of revenue, loss of profits, replacement of goods, loss of technology, loss of data, or interruption or loss of use of the service, even if you have been advised of the possibility of such losses or damages and whether they arise as a result of contract or tort.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO THE MERCHANT. IN NO EVENT SHALL BIT2ME'S TOTAL LIABILITY TO THE MERCHANT FOR ALL DAMAGES (OTHER THAN AS REQUIRED BY APPLICABLE LAW IN CASES OF PERSONAL INJURY) EXCEED THE FEES EARNED BY BIT2ME IN CONNECTION WITH THE USE OF THE SERVICES BY THE MERCHANT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
8. INDEMNIFICATION
The Merchant shall indemnify and hold Bit2Me and its officers, directors, employees, and agents harmless from any claim, dispute, demand, liability, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way related to (i) your access to or use of the Services or Content, (ii) your User Content, (iii) Third-Party Materials, or (iv) your violation of the provisions of this Bit2Me Commerce service agreement.
9. TAX IMPLICATIONS
Within the Bit2Me platform, the Merchant can view a record of transactions related to their use of the services, which can be used for the purpose of making any required tax declarations or payments. It is your responsibility to determine which taxes apply to your use of the Bit2Me Commerce services, if any, and to collect, report, and remit the correct tax to the appropriate tax authority. We may deduct or make any tax withholding or filing that we are required to by law, but we are not responsible for determining whether taxes apply to your transaction and which ones, nor for collecting, reporting, or remitting any tax arising from any transaction or in connection with your Bit2Me Account.
The Merchant is responsible for complying with applicable law. The Merchant agrees that Bit2Me is not responsible for determining whether laws may apply to their transactions or which laws may apply, including tax laws. The Merchant is solely responsible for reporting and paying any taxes arising from their use of the Services.
10.PREVENTION OF MONEY LAUNDERING
In accordance with current regulations on the PREVENTION OF MONEY LAUNDERING AND FINANCING OF TERRORISM (AML/CFT) and, in relation to the use of services provided by Bit2Me to the Merchant, as provided in art. 2.1. of Law 10/2010, of April 28, on the prevention of money laundering and the financing of terrorism, you declare and undertake, under your full and sole responsibility, to provide Bit2Me or its internal or external auditors, a copy of the documents that prove the information provided about its clients in matters of AML/CFT that, at any time, is requested.
The provisions of Law 10/2010, of April 28, on the prevention of money laundering and the financing of terrorism, Royal Decree 304/2014, of May 5, which approves the Regulation of Law 10/2010, of April 28, on the prevention of money laundering and the financing of terrorism, as well as the indications of the Executive Service of the Commission for the Prevention of Money Laundering and Monetary Infractions (SEPBLAC) will be taken into account.
11.DATA PROTECTION
The processing of personal data of the Staff or Workers of both PARTIES provided for the management of this contract will be carried out in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016 (hereinafter GDPR) and other data protection regulations. Both PARTIES are considered Controllers of the data provided, which will be processed for the purpose of managing this contract and maintaining and developing commercial relations based on the legitimate commercial interest of both PARTIES. The data will be kept for the duration of the legal relationship or until the deletion of the data for commercial processing is requested. Once the legal relationship has ended or the deletion of the data has been requested, it will be kept at the disposal of the public administration, judges, and courts for the period provided for the prescription of the actions that are applicable to the processing of your data. Both PARTIES have the right to access their personal data, rectify inaccurate data, or request its deletion, limitation, opposition, and portability.
For these purposes, they must send a communication, expressly indicating the right they wish to exercise, to the addresses of both PARTIES indicated in the headers of this contract. The PARTIES are reminded that they have the right to file a claim with the Spanish Data Protection Agency and that they can object to the processing of data for commercial purposes.
For any matter related to the processing of personal data by Bit2Me, you may contact the Data Protection Officer through the following email address dpd@bit2me.com.
Likewise, we inform you that Bit2Me will be configured as the Data Controller of certain data necessary for the provision of the service. Bit2Me will process the data as the Controller of the email address, for the purpose of checking and confirming the transaction carried out, as well as the identification number of the transaction carried out, although this will be pseudonymized data.
The End Customer must accept this processing prior to the completion of the purchase, and for this, they must accept Bit2Me's Privacy Policy.
12.INTELLECTUAL PROPERTY
The Bit2Me Commerce service, the associated software, and technological tools, including but not limited to their programming, editing, compilation, designs, logos, text, and/or graphics, are the property of Bit2Me, and are protected by national and international regulations on intellectual and industrial property. Access by the Merchant to the service does not grant them any ownership rights over them.
Therefore, the provider does not at any time grant any ownership right over the Bit2Me Commerce service, the associated software, or the technological tools, but rather grants the right to use them under the described conditions, it being understood in no case that it enables their reproduction and public dissemination, assignment, sale, rental, or loan, undertaking not to assign their partial or total use in any way, as well as not to disclose, publish, or otherwise make them available to other parties.
The Merchant acknowledges and agrees that it has no intention of using such materials or information improperly or to harm Bit2Me, or any of its affiliates, in any way.
If you see any content on the website that could violate intellectual and industrial property rights, please inform Bit2Me as soon as possible by sending an email to soporte@bit2me.com.
13.TERMINATION/RESOLUTION
1.- This agreement will terminate immediately upon the closure of your account on Bit2Me in accordance with the General Terms and Conditions of Bit2Me.
In the event that the account is suspended or closed and has a balance, the Merchant has the right to recover the cryptocurrencies, along with any accrued interest thereon, if any, and may withdraw them as a crypto-asset or by selling them for Fiat money, unless prohibited by any applicable law or court order from releasing them, including but not limited to the case where we have reasonable grounds to suspect that the cryptocurrencies or the funds used for the purchase of the cryptocurrencies were obtained through fraud or any illegal means or related to any criminal activity.
2.- This contract will terminate immediately by unilateral decision of Bit2Me to no longer provide the service set forth herein and will be effective in the following cases:
a) when it is verified by Bit2Me, that the Merchant does not meet the requirements to be considered a Bit2Me client.
b) For not passing the KYB measures required to have an authorized and verified account on Bit2Me, and/or for incurring in a breach of Bit2Me's T&CG.
c) when it is verified by Bit2Me, that the Merchant does not comply with the procedures on Prevention of Money Laundering and Terrorist Financing nor with data protection regulations.
d) when the Merchant carries out any of the non-permitted activities specified in clause 4.6 of these SpTC or their transactions have a high margin of fraud.
3. This contract will terminate immediately when a state body determines that this contract is contrary to the provisions of Spanish law.
4. This contract will terminate immediately, by sanction that temporarily or permanently disqualifies one of the parties from carrying out its activity.
5. This contract will terminate immediately when the falsification of the data and documents provided by the parties that have served as the basis for the formalization of this contract is verified.
In cases of service termination or account closure, no right to receive compensation or future interest will accrue.
14. NOTIFICATIONS
Any notification required or made under this Bit2Me Commerce service contract to the Merchant will be considered validly received when addressed to the email address listed on the Bit2Me platform or to the Merchant's telephone number. Additionally, we may provide notifications through the Bit2Me platform.
Any notification required or made under this Bit2Me Commerce service contract by the Merchant to Bit2Me must be made through Bit2Me's official channels such as info@bit2me.com, support@bit2me.com, or to the telephone numbers listed on the Bit2Me website.
15. APPLICABLE LAW AND JURISDICTION
This contract shall be interpreted and governed in accordance with current Spanish legislation. Both parties, expressly waiving any other jurisdiction that may correspond to them, submit any interpretation or dispute arising from this contract to the Courts that, according to the legal system, are competent.
16. CONFIDENTIALITY
The Parties undertake to maintain absolute confidentiality regarding any information obtained as a result of their mutual relationship under this Contract and especially on matters related to clients, services, prices and suppliers.
In particular, during the period of duration established in this Contract, the Parties know and accept that (i) in the normal course of their engagement they will be aware of information and business of the other Party and of any associated company, which includes trade secrets, confidential or commercially sensitive information, and that (ii) it must not be provided or disclosed to third parties as its dissemination may imply a serious breach of the obligations assumed by each of the Parties and/or harm the company's business.
In particular, the Parties and related Third Parties undertake to:
I. Keep secret and in no way, either during their engagement or thereafter, for any reason, use, communicate, disclose or reveal to third parties, any secret or confidential information that has to do with the business activities, clients, know-how, technology, finances or organization of the other Party, of its systems, which has been known.
II. Keep such information with the utmost reservation, confidentiality and diligence, not being able to reveal or disclose it to third parties by any means, unless there is prior written permission from the other Party.
III. Use such information to exclusively fulfill the purposes of this Contract.
Any data or document shall not be considered part of the confidential information if:
I. It is already in the public domain at the time one of the Parties communicates it to the other and/or after having been revealed to it, it was published or otherwise became public domain, without breach of the confidentiality obligation;
II. It has been requested by the competent Administrative or Judicial Authorities that must rule on total or partial aspects of it, in which case, the alluded Party must communicate it to the other Party prior to such presentation taking place.
The confidentiality obligation will be in force during and after the end of the contractual relationship that binds both Parties.
In case of breach of the obligations mentioned in this contract, the affected Party will be entitled to claim the damages and/or losses that, if any, the breaching Party may have caused.
17. ADVERTISING
The parties undertake to request the written approval of the other party before sending any communication of any kind, advertising or commercial, that refers to the object of this Agreement.
Likewise, the Merchant undertakes to request our conformity in any communication it makes to its clients that directly or indirectly influences the agreement reached.
18. MISCELLANEOUS
1.- This agreement, together with the General Terms and Conditions of Bit2Me, the Privacy Policy, the Legal Notice and the Cookies Policy, represents the entire agreement between the client and Bit2Me in relation to the service provided. Likewise, this agreement supersedes all previous agreements, whether written or verbal, including any statement published on the Bit2Me Platform.
2.- Bit2Me reserves the right to modify or supplement this contract. Such changes or modifications will be valid and in full force from the date of their notification to the Merchant, unless otherwise indicated. By continuing to use the Bit2Me Commerce service after such changes or modifications are in effect, the Merchant indicates that they accept the amended or modified changes. If the Merchant does not wish to be bound by any changes or modifications, they must stop using the Bit2Me Commerce service immediately.
3.- The total or partial invalidity of any provision or clause of this contract will not affect the validity of the whole or part of any other provision thereof. The remaining provisions of the contract will remain in full force and effect.
4.- The failure of Bit2Me Commerce to exercise or enforce any right or provision contained in the contract shall not constitute a present or future waiver of such right or provision.
5.- Providing the Bit2Me Commerce service does not make us a fiduciary or investment advisor. There is no fiduciary relationship between the Merchant and Bit2Me Commerce.
6.- None of the rights and obligations of the Merchant arising from this agreement are assignable or transferable to third parties without the prior written consent of Bit2Me. Bit2Me reserves the right to assign, delegate or transfer this Agreement and the rights and obligations arising therefrom to any third party at any time, without prior notice or consent of the Merchant.
7.- With the exception of entities belonging to the Bit2Me group, a person and/or company that is not a party to this agreement has no right to enforce it.
8.- Any matter not resolved by this agreement shall be governed by the General Terms and Conditions of Bit2Me. In case of any discrepancy between the Bit2Me Commerce contract and the General Terms and Conditions of Bit2Me, those of Bit2Me Commerce shall prevail.
19. Date and signatures
In ______________on_______ of____________ of 202___