1. These terms as a framework agreement

1.1. These Terms constitute a framework agreement between:

(a) SnapSwap International S.A. (also known as “Everest Project”, “SnapSwap” and hereinafter having the reference “we” / ”us” / ”our”), being a company incorporated under the laws of Luxembourg and registered with the Luxembourg Business Register under the number B200548 and whose registered office and head office is at 9 Rue du Laboratoire, 1911 Luxembourg; and

(b) You (hereinafter having the reference of “you” / “your” / “yours”), being the business which has agreed to these Terms.

1.2. These Terms set out the terms of:

(a) you creating and accessing the Everest Project Account;

(b) you creating and using the Electronic Money Account;

(c) you being granted use of and accessing the Everest Project services;

(d) the Everest Project issuing and redeeming Electronic Money;

(e) the Everest Project executing Payments.

1.3. Before you can use the Everest Project services, you are required to:

(a) read these Terms and tick the box online confirming the accuracy of the information provided online and your agreement with these Terms;

(b) provide us with such photographic identification, documentation and information as we may reasonably request to comply with regulatory obligations.

(c) confirm that you have provided us the correct and up to date information during the process of creating the Everest Project Account.

2. Regulatory Information

2.1. SnapSwap is established as an electronic money institution and licensed by the Luxembourg supervisory authority – the Commission de Surveillance du Secteur Financier (CSSF) at L-1150 Luxembourg, 283, route d’Arlon.

2.2. SnapSwap is listed in the CSSF official register of electronic money institutions under the number W00000007, as published on the website of the CSSF (http://www.cssf.lu). You are encouraged to visit the website and familiarize yourself with the CSSF and its regulatory efforts.

3. Commencement and term

3.1. These Terms shall commence on the day that SnapSwap confirms to you that your Everest Project Account has been approved and shall continue until terminated in accordance with these Terms.

4. General overview of the Everest project services

4.1. SnapSwap provides electronic money and payment services to companies or sole entrepreneurs in the EU Member States in the sense of the Law of 10 November 2009 on payment services, as amended (hereinafter having the reference of “Law”).

4.2. SnapSwap provides you with the following services:

(a) an Electronic Money Account;

(b) Payments, including the issuance of Electronic Money and the redemption of Electronic Money and transferring Electronic Money between SnapSwap customers;

(c) an Everest Project Account; and

(d) issuing of Cards.

5. Electronic money account

5.1. Having an Electronic Money Account shall be mandatory for you to use the Everest Project services.

5.2. When Electronic Money is stored in your Electronic Money Account, SnapSwap holding the funds is not the same as a bank holding money for you in that:

(a) SnapSwap must safeguard the funds received, meaning that the funds will be protected by being held in a designated safeguarding account and not mixed with any of SnapSwap’s own funds;

(b) SnapSwap cannot and will not use the funds received, to invest or lend to other persons or entities;

(c) your Electronic Money will not accrue interest; and

(d) your Electronic Money is not covered by any authority-backed compensation scheme.

6. Payments

6.1. The Payments are executed by SnapSwap and are subject to these Terms. The following provisions set out how you can instruct a Payment through the Everest Project Account.

6.2. The Fees for Payments are set out in the specially designated website section.

6.3. The Electronic Money Account can be funded by SEPA transfer, SEPA Direct Debit or Card deposits.

6.4. If the balance on your Electronic Money Account is positive, you can send Electronic Money to other Everest Project customers.

6.5. You can redeem Electronic Money by SEPA transfer, SEPA Direct Debit or using the Card services.

6.6. In order for a Payment instruction from you to be properly executed, you must provide us with the information or unique identifier which is necessary for the proper execution of the Payment instruction. If this is incorrect, it could result in the Payment being delayed or the monies transferred being lost. The information shall comprise the beneficiary’s bank account sort code and account number or, where applicable, the payee’s SWIFT number, BIC number and IBAN number.

6.7. In order to complete the request to initiate Payment, you will need to confirm the details which have been entered and comply with any additional security requirements requested on the Everest Project Account.

6.8. Once you entered and confirmed the information requested by clicking on the relevant button and/or complied with the additional security requirements on the Everest Project Account, this will constitute you providing consent to SnapSwap for the execution of the Payment.

6.9. It is essential that you check the details of each Payment before providing your consent for the execution of such Payment as SnapSwap is unable to recall a Payment once it has been executed.

6.10. The request to initiate a Payment shall be deemed to be received at the time at which it is received by SnapSwap.

6.11. Once the Payment has been completed, you will be able to view the completed Payment on the Everest Project Account.

6.12. We shall ensure that the amount of the Payment is credited to the beneficiary’s payment service provider’s account by the end of the Working Day following that on which your request to enter into the Payment is deemed to be received.

7. Cards

7.1. The Cards are issued by SnapSwap for you and the issuance and use of the Cards are subject to these Terms.

7.2. Cardholders can be you or your employees or freelance contractors, in which case you shall procure that the latter shall abide by the provisions of these Terms related to Cards and also comply with applicable legal and regulatory obligations.

7.3. You shall immediately upon receipt of the Card, sign the Card on the space provided for on the back of the Card. You will be responsible for the safekeeping of the Card and use it in accordance with the Terms.

7.4. The Card remains the property of SnapSwap. The Card is issued personally to the Cardholder and may not be transferred.

7.5. The validity of the Card is limited to the last day of the month and year shown on it. After the expiration of the validity period, a new Card is mailed to the Cardholder unless entire relationship with the Cardholder is terminated according to these Terms.

7.6. You are aware and agree that we shall in particular KYC each cardholder.

7.7. The Fees for the issuance and use of the Cards are set out in out in the specially designated website section.

7.8. ATM withdrawals are subject to the Terms. ATM withdrawals are subject to the Fees set out in specially designated website section.

7.9. The Card purchases are subject to the Terms. Such Card purchases are subject to the Fees set out in the specially designated website section.

7.10. We may block Card purchases and ATM withdrawals in certain countries / jurisdictions, including, for the avoidance of doubt, card-not-present purchases from merchants. We may block Card purchases and ATM withdrawals in the certain countries / jurisdictions for any reason but most likely it will be to protect you from the increased fraud and security risks associated with those countries / jurisdictions.

7.11. By presenting the Card to a merchant for payment or as a guarantee and by entering your PIN or by signing a receipt/voucher or, in case of online transactions (i.e. card not present transaction), by giving your card number, related card information or control number/security code or identifier for a secured procedure, as well as by entering your PIN code at an ATM, you acknowledge a debt to the merchant or the financial institution that advanced the funds. The debt is assumed by us in a first instance and you authorise us to debit your Electronic Money Account for the relevant debt (the “Authorisation”).

7.12. Once the Authorisation is given, any revocation is excluded. You cannot stop payment of debit vouchers bearing your signature or established by using the PIN. Even where you have not duly signed the voucher, you are nevertheless liable for payment of the amounts debited from the Electronic Money Account.

7.13. We shall have no responsibility for any disputes between you and the affiliated merchant or business. Such disputes shall not relieve you of the obligation to repay all monies you owe us as a result of use of the Card. In particular, we shall not be liable if a merchant, business or ATM declines the Card.

7.14. We shall however have the right to refuse a payment order in the event of non-compliance with the Settlement Amount or of blocking, termination or expiry of the Card (in accordance with the provisions of the present Terms). We may also, for the purpose of fraud prevention restrict the use of the Card.

8. Balance

8.1. The balance on the Electronic Money Account shows the amount of Electronic Money stored on your Electronic Money Account.

8.2. The records of statement sent by the merchant or financial institution operating an ATM are taken as proof of a transaction. The transaction slip is for your personal information only. When an automated payment instrument is used in conjunction with a PIN, the data so recorded shall serve as evidence for the transaction. The receipt issued by the automated system is intended solely for your information.

8.3. You shall receive monthly statements of Electronic Money Account transactions during previous calendar month, including used Settlement Amount concerning the Card use.

9. Security

9.1. We may stop the use of the Cards on reasonable grounds relating to the security and the suspected unauthorized and/or fraudulent use of the Everest Project services.

9.2. Where we cease use in accordance with the above, we shall inform you of the reasons for doing so. Where we are unable to inform you before ceasing such use, we shall do so immediately afterwards, unless we are prohibited by doing so by law.

9.3. You must ensure that you take all reasonable steps to:

(a) keep security information safe;

(b) ensure that access to the Everest Project Account and the Card is kept safe.

9.4. For the avoidance of doubt the requirements above include, but are not limited to:

(a) logging off the Everest Project Account every time you leave your mobile or computer (or other device) used to gain access;

(b) keeping the mobile or computer (or other device) used to gain access to the Everest Project Account safe and secure and locked with a secure password;

(c) not telling anyone the security information, including any person claiming to work for SnapSwap;

(d) in case of receiving any SMSs or emails, questionnaires, surveys, or other links that require you to provide security information, not provide such information and contact us accordingly;

(e) ensuring that the computer and e-mail account(s) and mobile phone used to communicate with us are secure and only accessed by you, as the computer, e-mail address and mobile phone may be used to reset security information;

(f) if at any time considering that security information is lost, stolen or any other person knows it, informing us; and

(g) never using any functionality that allows the security information to be stored by the mobile or other device used to gain access to the Everest Project Account.

9.5. Anyone who obtains access credentials to the Everest Project Account or access to the Card may use it to enter into Transactions without your permission. If you notice misuse, theft or unauthorised use of:

(a) the Card or a PIN or any other activity that makes you suspicious, you must (if available) freeze the Card or cancel and reorder the Card via the Everest Project Account and/or (if not available) contact us immediately;

(b) the security information or any other activity that makes you suspicious, you must contact us immediately.

If you suspect identity theft we suggest that you contact your local police as well.

9.6. We may stop or suspend the use of the Everest Project Account or Everest Project services if we has reasonable grounds for doing so relating to:

(a) the security of the Everest Project Account and SnapSwap; or

(b) the suspected, unauthorised or fraudulent use of the Everest Project Account or Everest Project services.

10. Restritions on use

10.1. SnapSwap will use its sole discretion based on its own risk assessment (which will change from time to time) when deciding whether to allow you to use the Everest Project Account or the Everest Project services.

10.2. The following is a non-exhaustive list of examples of businesses which are outside our risk assessment. You must inform us if any of these become applicable to you: (a) businesses or businesses with persons associated with it that are (i) suspected or convicted of financial crime or any other offence or action that carry a reputational risk for us; (ii) subject to economic sanctions; (iii) highly rated politically exposed persons; (iv) suspected or convicted of terrorism and related offences; (v) knowingly providing false information to us relating to their identity or business activities; (b) businesses that are: (i) actively involved in crypto or virtual currencies; (ii) traders of precious metals and stones; (iii) operating as a money service business; (iv) involved in banking and similar financial services; (v) active in the betting and gambling industry; (vi) active in trading with unlicensed drugs; (vii) trading in weapons and armaments; (viii) operating bidding fee auctions; (ix) operating unlicensed scrap metal dealership; (x) active as unregistered waste management businesses.

10.3. The following is a non-exhaustive list of examples of businesses which are on the edge of our risk assessment. You must inform us if any of these become applicable to you: businesses: (a) operating as shell companies; (b) active in the adult and sex industry; (c) charities; (d) active in the import and export of used vehicles and heavy equipment; (e) directly or indirectly owned by businesses outside the EU.

10.4. It is not permitted to:

(a) use the Everest Project Account or Everest Project services for any illegal purposes. We will report any suspicious activity and cooperate with any relevant law enforcement agency or regulator;

(b) use the Everest Project Account or Everest Project services to abuse, exploit or circumvent the usage restrictions imposed by a merchant on the services it provides, or to obtain goods or services without paying the amount due partially or in full;

(c) breach these Terms or any other agreement or policy that you have agreed with us;

(d) create more than one Everest Project Account without our prior written consent;

(e) use the Everest Project Account or Everest Project services to violate any law, statute, ordinance, or regulation;

(f) use the Everest Project Account or Everest Project services for any illegal purposes including the purchase or sale, or the facilitation of the purchase or sale of, illegal goods or services;

(g) infringe SnapSwap’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;

(h) act in a manner that is defamatory, threatening or harassing when using the Everest Project Account or Everest Project services;

(i) provide us with false, inaccurate or misleading information;

(j) use the Everest Project Account or Everest Project services to engage in debt-collection activities;

(k) instruct us to send or receive what we reasonably believe to be potentially fraudulent funds on your behalf;

(l) refuse to cooperate in an investigation or provide confirmation of your identity;

(m) conduct your business or use the Everest Project Account or Everest Project services in a manner that is likely to result in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties or other liability to SnapSwap, third parties or you;

(n) use your Everest Project Account or the Everest Project services in a manner that any financial system / network reasonably believes to be an abuse of the such system or a violation of card association or network rules;

(o) have a negative balance on your Electronic Money Account;

(p) take any action that imposes an unreasonable or disproportionately large load on our infrastructure;

(q) facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;

(r) use an anonymous proxy;

(s) use any robot, spider, other automatic device, or manual process to monitor or copy the Everest Project Account or the Everest Project services without our prior written permission; or interfere or attempt to interfere with the Everest Project Account or Everest Project services;

(t) take any action that may cause us to lose any of the Everest Project services;

(u) circumvent any SnapSwap’s policy or determinations about your Electronic Money Account including, but not limiting to, attempting to create a new or additional Everest Project Account when an Electronic Money Account has been restricted, suspended or otherwise limited;

(v) creating new or additional Everest Project Accounts using information that is not your own (e.g. names, address, email address, etc.);

(w) using someone else’s identity for the use of the Everest Project Account or Everest Project services;

(x) harass our employees, agents, or other users of the Everest Project;

(y) refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;

(z) use the Everest Project Account or Everest Project services in a manner that we believe may be a violation of any applicable electronic payment network rules, card association or network rules, or applicable laws;

(aa) use the Everest Project Account or Everest Project services to trade FX for speculative purposes or for FX arbitrage;

(bb) refuse or fail to provide further information about you or your business activities that we may reasonably request;

(cc) conduct your business or use the Everest Project Account or Everest Project services in a manner that leads us to receive a disproportionate number of claims or chargebacks;

(dd) have a credit score provided by a third-party provider of SnapSwap’s choosing and/or other risk scoring method (such as adverse media) which indicates a higher level of risk associated with your use of the Everest Project Account or Everest Project services than we are willing to accept;

(ee) reveal your security information to anyone or use anyone else’s security information.

10.5. If SnapSwap, in its sole discretion, believes that you may have breached any provision as mentioned above, we may act to protect ourselves, other users of the Everest Project and third parties. The action we may take includes but is not limited to:

(a) closing, suspending, or limiting your access to your Everest Project Account or any or all of the Everest Project services;

(b) contacting other users of the Everest Project who have transacted with you;

(c) contacting your bank;

(d) warning other users of the Everest Project, law enforcement, or impacted third parties of your actions;

(e) updating inaccurate information you have provided to us;

(f) taking legal action against you;

(g) terminating these Terms and your access to the Everest Project services;

(h) terminating the Cards issued;

(i) fully or partially reversing any Transaction; and/or

(j) blocking your access to your Everest Project Account and/or the Everest Project services temporarily or permanently.

10.6. Where possible, we will provide you with the relevant information regarding the actions imposed, but we may be unable to do so in accordance with applicable law including avoiding disclosing protected third party information or interfering in the course of an investigation.

10.7.  We reserve the right to change, suspend or discontinue any aspect of the Everest Project Account or the Everest Project services at any time, including hours of operation or availability, without notice and without liability.

11. Limits and late payments

11.1. We reserve the right to impose at our sole discretion Everest Project Account Limits based on criteria determined by us that do not have to be disclosed. Everest Project Account Limits may be imposed upon the following:

(a) the maximum balance of the Electronic Money Account;

(b) the amount of Payments;

(c) the amount of Card Transactions that can be entered per month;

(d) the amount of Card Transactions that can be entered per day;

(e) the ATM withdrawals that can be done on a given day.

11.2. The Everest Project Account Limits set based on the criteria above are not exhaustive and are not fixed. If you would like to find out more information about your Everest Project Account Limits and whether or not your Everest Project Account Limits can be increased or decreased, please get in touch with us accordingly.

11.3 The limits described herein are defining the total Settlement Amount of yours.

11.4. Please note that you have to timely (within the period of 5 (five) days from the statement date) reimburse the Settlement Amount due to us according to each statement of Electronic Money Account, which we shall deliver you electronically. In this case, you shall not receive any paper statement, which you irrevocably agree.

11.5. Meanwhile you provide us an irrevocable order and authority to debit from your Electronic Money Account all monies due from time to time as a result of use of the Card and in accordance with these Terms.

11.6. Please note that upon your sole discretion you may extend the period when you obligations subject to the Article 11.4 of these Terms fall due by purchasing of the SnapSwap’s service, which allows you to settle within additional 45 (forty five) days.

11.7. Please note that non-fulfillment or late fulfillment of your obligations mentioned within this Section of the Terms is subject to application of the following costs/ penalties: 

(a) 0,2% per day as default rate/penalty fee from the total outstanding amount (including interest);

(b) damages and collection expenses as follows – min 25.00 euro, maximum 15% from the total outstanding amount;

(c) litigation costs expenses and costs according to applicable governmental tariffs;

(d) reasonable compensation for all debt recovery costs, not included in the costs incurred as a result of late payment.

11.8. Hereby we also reserve us unilateral right to assign any funds received from you as remediating the costs/ penalties due on the first hand and subsequently – as remediating the outstanding interest and capital amounts due.

12. Liability

12.1. You will be liable for all losses incurred in respect of unauthorized Payments if you acted fraudulently, intentionally, with intent or gross negligence and have not complied with your obligations under these Terms.

12.2. To the largest extent permitted by law, SnapSwap shall not be liable for non-execution, late execution or defective execution of Payments. However, we shall make efforts to trace any non-executed or defectively executed Payment and notify you of the outcome.

12.3. We are liable to you for the correct execution of a Payment unless we can prove to you (and where relevant, to the beneficiary’s payment service provider) that the beneficiary’s payment service provider received the amount of the Payment within the appropriate time period.

12.4. The provisions of this section shall survive termination of these Terms.

12.5. If you believe that a Transaction has been incorrectly executed or was not authorised by you, you must inform us as soon as possible.

12.6. To the largest extent permitted by law, we shall not be liable to you for any:

(a) delay or failure to perform our obligations under these Terms (including any delay in payment) by reason of any cause beyond our reasonable control including but not limited to any action or inaction by you or any third party, any Force Majeure Event, bank delay, postal delay, failure or delay of any fax or electronic transmission, any accident, emergency, act of god or any abnormal or unforeseeable circumstances;

(b) consequential or indirect loss (such as loss of profits or opportunity) you may incur as a result of us failing to perform our duties under the Terms; or

(c) losses as a result of a requirement imposed on us by our obligations under the laws of any EEA state or other jurisdiction.

12.7. You are responsible for all liabilities, financial or otherwise, incurred by SnapSwap or a third party caused by or arising out of your breach of these Terms or your use of the Everest Project Account or Everest Project services. You agree to reimburse us or a third party for any and all such liability, according to the applicable laws.

12.8. You remain liable under these Terms in respect of all charges and other amounts incurred through the use of your Everest Project Account or the Everest Project services at any time, irrespective of termination, suspension or closure.

12.9. You are responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the Everest Project, including but not limited to, those related to export or import activity, taxes or foreign currency transactions. You are liable to the state and other subjects for fulfillment of all tax obligations independently. We shall not be responsible for the execution of tax obligations, or calculation and transfer of taxes applied you.

12.10. You agree to defend, reimburse or compensate us (known in legal terms to “indemnify”) and hold us, our third-party providers, our employees or agents who are authorized to act on our behalf harmless from any claim or demand (including legal fees) made or incurred by any third party due to or arising out of you, your employees’ or agents’ breach of these Terms, breach of any law and/or use of the Everest Project Account or Everest Project services.

12.11. In no event shall SnapSwap be liable for loss of profits or any special, incidental or consequential damages arising out of these Terms or otherwise in connection with the Everest Project, howsoever arising, unless otherwise specified in these Terms.

12.12. To the extent permitted by law, we shall not be not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

(a) any person acting under your authorisation in accordance with these Terms and the limitations imposed upon them;

(b) your inability to use the Everest Project Account or Everest project services for whatever reason;

(c) delays or disruptions in the provision of the Everest Project services;

(d) glitches, bugs, errors, or inaccuracies of any kind in the Everest Project services;

(e) the content, actions, or inactions of third parties;

(f) a suspension or other action taken with respect to your Everest Project Account;

(g) your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to these Terms or SnapSwap’s policies;

(h) illegal actions and operations of third persons performed using counterfeited and/or illegal documents or illegally received data.

13. Notice

13.1. You agree and consent to electronic receipt of all notices and communications that we provide. We will normally provide notices and communication to you through sending a message. We may also communicate with you via post to the addresses, via email to the email addresses, via SMS and phone call to the mobile phone numbers and via phone to the landline numbers provided to us, as updated from time to time.

13.2.  It is your responsibility to ensure that you:

(a) log into the Everest Project Account regularly;

(b) regularly review the Everest Project website, registered email address and SMSs and open and review communications that we deliver through those means;

(c) ensure that contact information stored with us is always up to date.

13.3. We shall contact you via your mobile phone in the event of suspected fraud or security threats, unless we suspect that your mobile phone has been the subject of a security breach in which case we shall contact you by another method that we reasonably believe to be secure.

13.4. You may contact us in accordance with these Terms via the support function on the Everest Project.

13.5. Any notice or communication shall be deemed to have been received:

(a) if delivered in person, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by post, at the time of delivery;

(c) if sent by next working day delivery service, at the time recorded by the delivery service; and

(d) if sent via the Everest Project portal, SMS, email or phone call, at the time of transmission.

14. Intellectual property

14.1. The Everest Project and the Portal and all intellectual property rights contained therein, including but not limited to any content, are owned or licenced by us. Intellectual property rights mean rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). SnapSwap’s intellectual property includes all logos related to the Everest Project services. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of SnapSwap. You may not copy, imitate or use SnapSwap’s intellectual property rights without prior written consent.

14.2. We reserve all of our rights in any intellectual property in connection with these Terms. This means, for example, that we remain owners of them and are free to use them as we see fit.

14.3. Nothing in these Terms grants you any legal rights in the Everest Project, other than as set out in these Terms. You agree not to adjust or try to circumvent or delete any notices contained on the Everest Project (including any intellectual property notices) and in particular in any digital rights or other security embedded or contained within the Everest Project Account.

15. Verifications

15.1. You agree to cooperate with all requests made by us to identify or authenticate the identity of you, your directors, ultimate beneficial owners and validate your funding sources. Without limitation, we will need to identify and verify any new directors or replacement directors, ultimate beneficial owners and partners prior to such change taking place and it is not guaranteed that any such change will be approved by us. We reserve the right to close or suspend your Everest Project Account if there is a failure by you to notify us in advance of any change or we have any issues in identifying, verifying or approving you or any current or proposed directors, ultimate beneficial owners or partners (as appropriate).

15.2. We may confidentially verify the information you provide us or we obtain ourselves on you, your directors, ultimate beneficial owners, partners (as appropriate)by carrying out a soft credit check from one or more credit reference agencies. Soft credit checks with credit reference agencies will leave a soft footprint on the relevant individual’s / business’ credit history but will not affect their credit score. By entering into these Terms, you confirm that you and all of your directors, ultimate beneficial owners, partners consent to such a search being performed.

15.3. We reserve the right to close, suspend, or limit access to your Everest Project Account and/or the Everest Project services in the event we are unable to obtain or verify such information.

15.4. You must ensure that the information we hold relating to your Everest Project Account is always accurate and up to date. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again. We shall not be liable for any losses arising out of your failure to maintain up to date information.

16. Amendments to these terms

16.1. These Terms may be amended unilaterally by us, by providing you with two months’ notice. These changes will be deemed to have been accepted by you where you do not, before the proposed date of the entry into force of the changes, notify us that you do not accept the changes. If you do notify us that you do not accept the changes, your notification will be deemed to be a notice that you wish to close your Everest Project Account and terminate these Terms on the date upon which the changes are due to take effect.

17. Warranty

17.1. The Everest Project is provided on an “as is”, “as available” basis and without any representation or warranty, whether express, implied or statutory. Neither SnapSwap nor any of the officers, directors, agents, joint venturers, employees and suppliers of SnapSwap, make any representation or warranty of any kind whatsoever for the Everest Project services or the content, materials, information and functions made accessible by the Everest Project services used on or accessed through the Everest Project Account, or for any breach of security associated with the transmission of sensitive information.

17.2. SnapSwap does not warrant that the Everest Project Account will be uninterrupted or error free. SnapSwap shall not be responsible for any Everest Project service interruptions, including, but not limited to, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of Transactions or the Everest Project services.

17.3. SnapSwap does not have any control over the products or services that are purchased by using the Everest Project services.

17.4. SnapSwap is not responsible for the quality, performance, or any consequential results of the products and/or services purchased by using the Everest Project services.

17.5. You represent and warrant that upon agreeing to these Terms and each time you use the service, you are acting in the course of your business and not in a personal capacity or as a consumer.

17.6. You represent and warrant that you are familiar with the irreversibility of Transactions.

17.7. You represent and warrant that if you are a physical/natural person, you are the age of majority in your country of residence.

17.8. You represent and warrant that if you are opening an Everest Project Account or using the Everest Project services on behalf of a legal person, you are authorized to represent and entitled to bind the legal person to these Terms.

17.9. You consent to us using your personal data to provide the Everest Project services to you. If you withdraw your consent, we will stop providing the Everest Project services to you but may still use your data or information where we have lawful grounds to do so, for example because we need to retain records for regulatory purposes.

18. Termination

18.1. We, in our sole discretion, may terminate these Terms at any time, by giving you two months’ notice.

18.2. You, in your sole discretion, may terminate these Terms at any time by giving us notice.

18.3. The termination of these Terms will not affect any of our rights or your obligations arising under these Terms.

18.4. Without prejudice to any rights that have accrued under these Terms, or any party’s other rights or remedies, we or you may at any time terminate these Terms with immediate effect by giving written notice to the other if:

(a) the other party commits a material breach of any term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(b) the other party repeatedly breaches any of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Terms;

(c) the other party is subject to a bankruptcy, insolvency, winding up or other similar event;

(d) if we or a fraud prevention agency determine that you pose a fraud or money laundering risk;

(e) the result of laws, payment scheme rules, regulatory authority rules or guidance or any change in or any introduction thereof (or change in the interpretation or application thereof) means that it is unlawful or contrary to any such law, rules, order or regulations for either of the parties to perform or give effect to any of its obligations hereunder and such obligation cannot be readily severed from these Terms.

18.5. Without prejudice to any rights that have accrued under these Terms or any of the party’s rights or remedies, we may at any time terminate these Terms with immediate effect by giving written notice to you if:

(a) there is a change of control of you or dispose of a substantial part of your assets;

(b) we are unable to verify your information in the manner set out in these Terms;

(c) you are an individual and you die or you are a partnership and your partnership ends;

(d) we have reason to believe that your business and/or use of the Everest Project services: damages, corrupts, degrades, destroys and/or otherwise adversely affects the Everest Project services, or any other software, firmware, hardware, data, systems or networks accessed or used by you;

(e) there is a material change in the type of business activities you carry out;

(f) there is a significant fluctuation (either positive or negative) in the aggregate number of Transactions you enter into;

(g) you acted or omitted to act in any way which we reasonably determine to diminish our business operations and/or reputation and/or goodwill and/or which we reasonably determine or suspect to give rise to any offence or any increased risk or liability to us; and/or

(h) we are unable to provide the Everest Project services to you through the inability of any third party to provide us with any good and/or service that we require to provide the Everest Project services to you.

18.6. If you have breached the Terms (including a breach of your obligation to pay us any amount owing) or we are otherwise entitled to terminate these Terms, we may:

(a) suspend your use of the Everest Project Account or Everest Project services in which case we will not treat any order for a Transaction that you may wish to make as being received by us;

(b) report any Transaction or any other relevant information about you and your use of the Everest Project Account or Everest Project services to the relevant regulatory authority, law enforcement agency and/or government department; and/or

(c) if appropriate, seek damages from you.

18.7. Upon termination according to these Terms:

(a)  your Everest Project Account will be closed;

(b) your access rights to the Everest Project Account and the Everest project services will be revoked.

18.8. If your Electronic Money Account has a positive balance at the time of its closure, we may ask you to withdraw your funds within a reasonable period of time, during which your Electronic Money Account will be accessible for the purpose of withdrawing the remaining balance only. After the expiry of this period you will not be able to access your Electronic Money Account but you may withdraw any remaining funds for a period of six years from the date of closure of your Electronic Money Account by contacting us and requesting that the funds be sent to you by returning the funds by a bank transfer. Alternatively, we may choose to redeem your Electronic Money and send the corresponding funds to a bank account we reasonably believe to be yours. We shall not be responsible for any losses you incur as a result of same.

18.9

. In the event in particular of termination or closing of your Everest Project Account, SnapSwap may set-off any claims, costs, fees, payments or liabilities you owe SnapSwap against any claims, costs, fees, payments or liabilities SnapSwap owes you. SnapSwap has the right to set-off whether either claims, costs, fees, payments or liabilities in present or future, liquidated or unliquidated, and rises or not under these Terms.

19. Miscellaneous

19.1. These Terms shall be governed by the laws of the Grand Duchy of Luxembourg and any claim or dispute under these Terms shall be subject to the non-exclusive jurisdiction of the courts of the Grand Duchy of Luxembourg.

19.2. If any provision of these Terms is found to be invalid, unlawful or unenforceable, then such provision shall be severed from these Terms, and the legality, validity or enforceability of the remainder of these Terms shall not be affected. In such case, you shall immediately negotiate in good faith a valid replacement provision with SnapSwap, which is as close as possible to the original intention of the severed provision and has the same or similar economic effect.

19.3. In accordance with articles 59 and 78 of the Law, the legal provisions relating to payment services of which the application may be excluded by contract in the relationships between a payment service provider and a non-consumer will not apply to our business relationship. Thus you agree in particular that the provisions of Title III and articles 79 (1), 81 (3), 86, 88, 89, 90, 93 and 101 of the Law do not apply in whole or in part and that time limits may apply which are different than those laid down in article 85 of the Law.

19.4. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your Transactions, or for collecting, reporting or remitting any taxes arising from any Transactions. You hereby agree to comply with any and all applicable tax laws in connection with your use of the Everest Project services, including without limitation, the reporting and payment of any taxes arising in connection with Transactions made through the Everest Project services.

19.5. If we fail to enforce any of our rights under these Terms, or applicable laws, it shall not be deemed to constitute a waiver of such right.

19.6. You may not transfer or assign or sell any rights or obligations you have under these Terms or otherwise grant any third party a legal or equitable interest over your Everest Project Account without our prior written consent. SnapSwap reserves the right to transfer or assign these Terms or any right or obligation under these Terms at any time.

19.7. Unless stated otherwise in these Terms, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

19.8. We do not provide advice. Information such as calculations and forecasts, may be provided to you from time to time, for example via the Everest Project Account or Everest Project website, but this should not be deemed to be advice either upon the merits of a proposed Transaction or upon any other matter. All calculations, forecasts and other information should be independently checked and verified. Before entering into any Transaction, you must make your and their own independent assessment as to whether it is appropriate to enter into a Transaction based upon your own judgment and upon advice from advisers as considered necessary. It is an express term of every Transaction which you enter into with us that you are not relying upon any communication (written or oral) made by us as constituting advice about or a recommendation to enter into such Transaction. Foreign currency exchange rates are subject to fluctuations outside our control. Past movements or trends in the movement of foreign currency exchange rates should not be taken as an indicator of future movements in such exchange rates.

19.9. Clause and paragraph headings shall not affect the interpretation of these Terms.

19.10. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

19.11. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

19.12. Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular.

19.13. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

19.14. These Terms shall be binding on, and ensure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

19.15. A reference to a statute or statutory provision is a reference to it as amended, extended, re- enacted or replaced from time to time.

19.16. A reference to writing or written includes email and the customer support function of the Everest Project.

19.17. All communications between the parties shall be in the English language.

19.18. A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of these Terms) from time to time.

19.19. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

20. Complaints

20.1. Complaints may be submitted to SnapSwap by post (9 Rue du Laboratoire, 1911 Luxembourg) or email (compliance-everest@snapswap.eu) containing information allowing us to identify you.

20.2. SnapSwap shall provide an initial confirmation of the reception of your complaint within 10 business days via e-mail.

20.3. Once SnapSwap concludes its investigation of the complaint matters, an e-mail containing the final response shall be sent to you. Should we fail to conclude the investigation and provide you with the final response within 1 month from the date the complaint has been acknowledged, SnapSwap shall issue a holding response stating the reasons why final response is postponed.

20.4. Should we fail to resolve the complaint to your satisfaction, or you find the offer of redress insufficient or inappropriate, you may request to have your complaint reviewed by a member of the management team of SnapSwap. In the event you do not receive a satisfactory resolution or have not received a response from the management of SnapSwap within 1 month from the date of such request, the final response will hold contact information of the CCSF, allowing you to seek further out-of-court resolution.

20.5. You can find more information about the CSSF’s complaints’ procedure at http://www.cssf.lu/en/consumer/complaints-law-of-10-november-2009-on-payment-services/.

21. Definitions

21.1. “ATM withdrawal” means the withdrawal of cash from an ATM using the Card.

21.2. “Electronic Money” means the electronically stored value as represented by your claim against SnapSwap.

21.3. “Electronic Money Account” means your designated account having the records of Payments and holding your balance with SnapSwap.

21.4. “Card” means the MasterCard issued by SnapSwap and linked to your Electronic Money Account.

21.5. “Force Majeure Event” means an event which is beyond the reasonable control of an affected party including without limit any market disruption, acts or restraints of government(s) or public authorities, war, revolution, strikes or other industrial action, fire, flood, natural disaster, explosion, terrorist action, the suspension or limitation of trading by any execution venue, or any breakdown, failure, defective performance or malfunction of any telecommunications settlement or other equipment or systems.

21.6. “Payment” means the issuance of Electronic Money, the redemption of Electronic Money and/or transferring Electronic Money between SnapSwap customers.

21.7. “Everest Project services” means the services, products, websites, mobile applications, software, features or any other materials, technologies or content offered or made available by SnapSwap to you and Payment and Card services provided by SnapSwap to you.

21.8. “Terms” means these terms and conditions, the Cookie Policy and the Privacy Policy.

21.9. “Everest Project Account” means a contractual arrangement wherein you have accepted these Terms, satisfied our KYC requirements, received approval (following verification and on-boarding process) to use the Everest Project services and maintain an Electronic Money Account.

21.10. “Card purchase” means a Card scheme backed payment for the goods / services of third party merchant.

21.11. “Card service” means a Card purchase and/or an ATM withdrawal.

21.12. “Working Day” means a day other than a Saturday, Sunday or public holiday in Luxembourg when banks in Luxembourg are open for business.

21.13. “you” or “your” means you being the company or sole entrepreneur that has agreed to these Terms.

21.14. “Transaction” means any Everest Project service operation performed by you subject to these Terms.

21.15. “Settlement Amount” means monetary value upon your direct request assigned to your Card to endorse transaction settlements within the certain period of time performed by us on your behalf concerning the Card service.