Terms and Conditions for Acquiring Services

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These Terms and Conditions (the “Terms and Conditions”) have been drafted on the basis that the agreement between the Merchant, ReguEx Sp.z o.o.(“ReguEx”), the partner (be it an independent sales organization or a payment service provider), and where relevant, the Merchant who offers services relating to the exchange of virtual assets for other virtual assets or fiat currency (the “Virtual Asset Merchant” or "VAM"), relating to Merchant Services (the “Agreement”) is comprised of each of the following documents:

1. The Terms and Conditions 
2. The Merchant Agreement (the “MSA”)
3. The “Terminal Agreement” (where relevant)
4. This Update on the Services Offering Virtual Asset Exchanges (the "Virtual Asset Terms").

Each of the Terms and Conditions, the MSA, the Terminal Agreement, the Virtual Asset Terms, and such other documents as the parties may from time to time agree shall constitute part of the Agreement between the Merchant, ReguEx, the Partner, and the Virtual Asset Merchant.

The Merchant is obliged to review carefully all of the documents comprising the Agreement between the Merchant, ReguEx, the Partner, and where applicable, the Virtual Asset Merchant, which set out the terms on which the Merchant will receive Merchant Services, Technical Services, and Virtual Asset Services (defined below). Where otherwise indicated, references in the Agreement to capitalized terms are to terms as defined in the Terms and Conditions, the MSA, the Terminal Agreement, and/or the Virtual Asset Terms.

1. Definitions and Interpretation

1.1 In the Agreement, the following words and expressions have the following meanings:

• Virtual Asset: Any digital representation of value that can be digitally traded, transferred, or used for payment, including but not limited to cryptocurrencies, stablecoins, and tokenized assets, but excluding fiat currencies.
• Virtual Asset Exchange: The conversion, transaction, or trading of one Virtual Asset for another or for fiat currency.
• Fiat Currency: A government-issued currency that is not backed by a commodity, such as the US Dollar, Euro, or Bulgarian Lev.
• Virtual Asset Merchant (VAM): Any Merchant or Partner offering the exchange, trading, or conversion of Virtual Assets to Virtual Assets or Virtual Assets to fiat currency.
• Virtual Asset Terms: The specific terms that govern the use and exchange of Virtual Assets by ReguEx, the Partner, and the Virtual Asset Merchant.

Other definitions related to transactions, cards, cardholder data, and other terms as already defined in the Terms and Conditions remain applicable, as do the rules regarding capitalized terms and their use across the Agreement.

2. Merchant Services and Technical Services

2.1 The Agreement governs the process by which ReguEx will make available the Merchant ID and provide Merchant Services for the Merchant to accept Payments and the Virtual Asset Merchant to offer Virtual Asset Exchanges.

2.2 In return for the Fees, ReguEx shall supply the Merchant with the Merchant Services in accordance with the Agreement, with reasonable care and skill, and in compliance with Applicable Law and the Card Scheme Rules. ReguEx shall also ensure the provision of Virtual Asset Services in compliance with applicable anti-money laundering (AML) regulations and other Applicable Laws related to Virtual Assets, including specific guidance on the regulatory treatment of cryptocurrencies and other digital assets.

2.3 In return for the Fees related to the Technical Services and Virtual Asset Services, ReguEx and the Partner, as applicable, shall supply the Merchant and the Virtual Asset Merchant with the required services, in accordance with the Agreement, with reasonable care and skill, and in compliance with Applicable Law. Technical and Virtual Asset Services are not regulated under the Law on Payment Services and Payment Systems (Amended Law) unless otherwise specified.

2.4 The Virtual Asset Merchant confirms that it is not a consumer within the meaning of the Law on Payment Services and Payment Systems (Amended Law) and agrees that consumer protection regulations, including Directive (EU) 2015/2366, do not apply to the Agreement in the context of Virtual Asset Services.

2.5 Virtual Asset Exchange Services will comply with all Applicable Laws related to Virtual Asset transactions, such as the European Union's Markets in Crypto-Assets (MiCA) regulation and the Fifth Anti-Money Laundering Directive (AMLD5), ensuring transparency, traceability, and regulatory compliance across all Virtual Asset transactions processed by ReguEx.

3. Merchant Payment Account, Merchant IDs, and Virtual Asset Exchange Accounts

3.1 The Merchant Payment Account includes details of fiat currency transactions, and where relevant, the Virtual Asset Exchange Account includes details of Virtual Asset transactions and conversion processes. ReguEx’s systems will record all transactions, fees, and other data related to the Virtual Asset Exchange alongside standard fiat transactions.

3.2 Each time the Merchant or Virtual Asset Merchant accesses the Merchant Payment Account or Virtual Asset Exchange Account, ReguEx and the Partner will verify the Merchant’s identity through Access Codes and any additional security measures relevant to Virtual Asset transactions, such as multi-factor authentication and biometric verification systems.

3.3 The Merchant and the Virtual Asset Merchant must ensure that Access Codes are kept secure to prevent any unauthorized use, especially in relation to Virtual Asset transactions, which involve greater risks due to the potential anonymity and irreversibility of blockchain-based transactions.

3.4 ReguEx reserves the right to suspend any Merchant ID or Virtual Asset Exchange Account if it reasonably believes the Account has been compromised, used for fraudulent purposes, or violates the law.

3.5 The Virtual Asset Merchant will be solely responsible for compliance with any tax regulations, including reporting obligations associated with Virtual Asset Exchanges and conversions under local, regional, and international law.

4. Virtual Asset Exchange Processes

4.1 The Merchant or Virtual Asset Merchant may engage in Virtual Asset transactions subject to the terms of this Agreement and the Virtual Asset Terms, including adherence to AML/KYC regulations and Virtual Asset exchange risk management protocols.

4.2 Virtual Asset Exchanges between different types of Virtual Assets or between Virtual Assets and fiat currency must be processed through ReguEx’s secure API, which integrates exchange rate mechanisms to ensure accurate and transparent conversions. All exchanges will be subject to prevailing market rates at the time of the transaction.

4.3 The Virtual Asset Merchant shall comply with additional requirements for managing wallet addresses, safeguarding private keys, and securing Virtual Asset holdings in offline cold storage, where applicable, to mitigate hacking and theft risks.

4.4 Virtual Asset transactions will be settled in the supported currency as indicated in the MSA, with the option for ReguEx to denominate and settle in either fiat or Virtual Assets based on the Virtual Asset Merchant's preferences.

4.5 In the event of a significant disruption to the Virtual Asset markets (e.g., market volatility, network outages, or regulatory intervention), ReguEx reserves the right to delay or suspend Virtual Asset exchanges until normal market operations resume. ReguEx will provide written notice to the Virtual Asset Merchant of any such delay or suspension.

5. Fees, Chargebacks, Settlement, and Virtual Asset Risks

5.1 The Merchant and Virtual Asset Merchant must pay Fees applicable to the Virtual Asset Exchange Services, as specified in the MSA, in addition to any standard processing and terminal fees. ReguEx will disclose fees related to Virtual Asset volatility, exchange, and any applicable network or miner fees.

5.2 Virtual Asset transactions are generally irreversible. Therefore, the Virtual Asset Merchant will be responsible for implementing and managing refund and dispute resolution policies, which must be communicated to customers before any Virtual Asset Exchange is initiated. Refunds or disputes relating to fiat transactions will still be governed by the Chargeback process.

5.3 ReguEx shall calculate and disburse Settlement Amounts from Virtual Asset exchanges at the end of each Settlement Period. Settlement will reflect the prevailing value of Virtual Assets converted to fiat currency at the time of exchange, subject to currency conversion rates and exchange market fluctuations.

5.4 Virtual Asset Merchants acknowledge that Virtual Asset transactions inherently carry greater financial risks than traditional fiat transactions, including potential market volatility, liquidity issues, and network delays. These risks are borne entirely by the Virtual Asset Merchant, who must manage them according to the terms of this Agreement and applicable Virtual Asset policies.

6. Obligations of the Virtual Asset Merchant

6.1 In addition to complying with all obligations outlined in the Agreement, the Virtual Asset Merchant must:

• Conduct due diligence on customers engaging in Virtual Asset Exchanges, in accordance with ReguEx’s AML/KYC policies.
• Maintain transparency regarding the risks associated with Virtual Asset transactions, especially the non-reversible nature of blockchain-based exchanges.
• Implement security protocols to safeguard Virtual Asset wallets, private keys, and sensitive customer data.
• Report any suspicious activity or large-scale transactions to relevant regulatory bodies as required by Applicable Law.

7. Virtual Asset Transaction Data

7.1 The Virtual Asset Merchant will provide ReguEx with any data reasonably required to verify Virtual Asset transactions, including wallet addresses, transaction IDs, and network confirmations. ReguEx may also request additional data to satisfy regulatory reporting requirements for Virtual Asset transactions.

7.2 Virtual Asset transaction data may be shared with regulators, auditors, or other relevant authorities to ensure compliance with AML and Virtual Asset regulations.

8. Data Protection for Virtual Asset Exchanges

8.1 The Virtual Asset Merchant and ReguEx will be joint controllers for any Cardholder Data or Virtual Asset Transaction Data processed under the Agreement. Each Party warrants to comply with GDPR and any additional regulations relevant to the processing of Virtual Asset transaction data, including pseudonymization and encryption protocols.

8.2 Virtual Asset Merchants must adopt enhanced security measures to prevent unauthorized access to Virtual Asset transaction data, especially given the immutable nature of most Virtual Asset blockchains.

9. Term and Termination of Virtual Asset Services

9.1 In addition to the termination rights provided in the Agreement, ReguEx may terminate the Virtual Asset Services if any of the following occurs:

• The Virtual Asset Merchant fails to comply with applicable AML or regulatory requirements for Virtual Asset Exchanges.
• Significant volatility or market disruption affecting the value or exchange of Virtual Assets.
• Failure to maintain the security of Virtual Asset wallets, leading to unauthorized access, theft, or loss of Virtual Assets.

10. Governing Law & Jurisdiction

The Agreement and any disputes related to the exchange of Virtual Assets or fiat currency, or related services, shall be governed by Polish law. The courts of the Poland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter, including Virtual Asset exchanges.

Status of the Terms and Conditions: 01.11.2024

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