These End User Terms (hereinafter “Terms”) are a legal agreement between Membrane Finance Oy (a limited liability company based in Finland, business ID: 3236886-2, hereinafter “Company”) and you (hereinafter “End User”), the person who uses the Company’s EUROe Link, EUROe Ramp, EUROe Pay-In, eUSD Link, eUSD Ramp and eUSD Pay-In services (hereinafter individually “Service” and together “Services”) via the Company’s customer’s (hereinafter “Customer”) platform (hereinafter “Customer Platform”).
1. EUROe AND eUSD
1.1. EUROe of the Company is an e-money token (hereinafter “EMT”) as per Regulation (EU) 2023/1114 of the Parliament and of the Council on markets in crypto-assets (hereinafter “MiCA”). EUROe functions as a digital asset, and its value is pegged 1:1 on the value of euro (€).
1.2. eUSD is another EMT of the Company as per MiCA, and it also functions as a digital asset, and its value is pegged 1:1 to the value of the United States dollar ($).
1.3. For clarity, as eUSD functions in an identical manner to EUROe, all terms and conditions of the Terms pertaining to EUROe shall analogously apply to eUSD and the Services provided with eUSD, unless explicitly stated otherwise in the Terms.
2. ELIGIBILITY
2.1. The End User may only use the Services if they meet all of the following conditions: (a) the End User must have the legal ability to enter into contracts as per the laws of the country where they live or are established in, and (b) the End User must be the Customer’s customer. It is the End User's responsibility to ensure they meet these eligibility criteria before using the Services.
2.2. The End User is strictly prohibited from using the Services if any of the following conditions apply:
2.2.1. The End User has been previously terminated or suspended from using any of the Company's services, including the Services.
2.2.2. The End User has been previously terminated or suspended from using any of the Customer's services, including the Customer Platform.
2.2.3. The End User is subject to any sanctions imposed by any government, international organization, or regulatory authority.
2.2.4. The End User engages in the use of the Services in a manner that violates these Terms, any applicable laws, regulations, or causes harm to the Company, the Customer, or any third party.
2.2.5. The End User demonstrates behavior or undertakes actions that are similar in nature to the aforementioned conditions, thereby posing a potential risk to the integrity, security, and reputation of the Company and its services.
3. THE COMPANY’S LIMITED ROLE
3.1. The End User uses the Services via the Customer Platform to either make use of EUROe in the Customer Platform or pay for a good or service with EUROe in accordance with the agreement between the Customer and the End User. Accordingly, the Customer is the sole entity responsible for ensuring that the End User can use EUROe for the prompt delivery of goods and execution of services as outlined in the agreement between the Customer and the End User. The Company explicitly disclaims all responsibility regarding the provision, availability, or suitability of EUROe in the Customer Platform and the delivery or quality of goods and services, placing this obligation entirely upon the Customer.
3.2. The Company's responsibility under these Terms is confined to ensuring the operation of the Services. This includes maintaining the infrastructure and technical capabilities necessary for executing transactions as per these Terms. However, the Company's liability does not extend to the use, management or availability of EUROe, nor does it cover the delivery or quality of any goods or services exchanged between the Customer and the End User as part of these transactions. The Company's duty is strictly limited to the technical facilitation of the Services and does not imply any form of endorsement or guarantee of any transactions conducted through the Customer Platform.
3.3. In the event a dispute arises either from (i) making use or inability of making use of EUROe by the End User in the Customer Platform, (ii) the purchase of a good or service with EUROe, or (iii) any similar reason that is solely attributable to the Customer, the End User shall seek resolution directly with the Customer. The Company will not mediate disputes between the End User and the Customer except as explicitly stated in these Terms. The Company assumes no obligation to resolve disputes or make judgments regarding factual disputes or legal claims between the End User and the Customer.
3.4. The Company makes no warranties regarding the products, services, or information provided by the Customer. The Company is not liable for product or service liability claims, claims of non-conformity with legal or regulatory requirements, consumer protection claims, or any misinformation provided by a Customer. The responsibility for assessing the accuracy and completeness of information offered by the Customer lies with the End User.
3.5. The Company is not responsible for the acts or omissions of any third-party platforms or services that the End User may interact with or purchase from in conjunction with the Services (e.g. bank or Services provider used by the End User in the transfer of funds to the Company). The End User's relationship with such third parties, including banks or credit or Services providers, is governed by separate agreements and is not affected by these Terms.
4. COMPLIANCE WITH THE AML ACT
4.1. In accordance with the Anti-Money Laundering and Countering Terrorist Financing Act of Finland (hereinafter “AML Act”), the Company has a legal obligation to ensure that the Services are not used for money laundering or terrorist financing.
4.2. The End User understands and agrees that the Company may use any and all necessary legal means (e.g., deriving information of the End User from the Customer and reliable third-party sources, such as government databases) to ensure the Company’s compliance with the AML Act in regard to the provision of the Services.
4.3. The End User understands and agrees that if the Company is unable to ensure sufficient compliance with the AML Act, the Company may unilaterally without any kind of advance notice decide to stop offering the Services to and terminate the Terms with the End User. In such situations, the End User is not entitled to any kind of compensation. The End User understands and accepts that in such situations the Company may be obligated to report the End User to applicable authorities without informing the End User.
5. SERVICES
5.1. The Company’s Services consist of the following:
- “EUROe Link” is the Company’s service that the End User may use to utilize EUROe in the Customer Platform. See Annex 1 of these Terms for additional information.
- “EUROe Ramp” is the Company’s service that the End User may also use to utilize EUROe in the Customer Platform. See Annex 1 of these Terms for additional information.
- “EUROe Pay-In” is the Company’s service that the End User may use to pay for goods and services in EUROe in the Customer Platform. See Annex 2 of these Terms for additional information.
- “eUSD Link” is the Company’s service that the End User may use to utilize eUSD in the Customer Platform. See Annex 1 of these Terms for additional information.
- “eUSD Ramp” is the Company’s service that the End User may also use to utilize eUSD in the Customer Platform. See Annex 1 of these Terms for additional information.
- “eUSD Pay-In” is the Company’s service that the End User may use to pay for goods and services in eUSD in the Customer Platform. See Annex 2 of these Terms for additional information.
5.2. When the End User chooses to use a specific Service, the End User provides the Company an order for the initiation of the Service (hereinafter “Order”).
5.3. Orders are placed digitally to the Company via the Customer Platform as is enabled from time to time, and all Orders are executed by the end of the next business day following the placement of the Order.
5.4. Once an Order is placed to the Company, the End User gives their explicit consent for the execution of the Order, and the Order’s initiation shall commence immediately, unless otherwise is stipulated in these Terms, whereby by default the End User cannot cancel their Order.
5.5. The Company is not obliged to execute any Order if the Company is not provided with information necessary for its execution, there are not sufficient funds for its execution, the execution of the Order is or may not be, as reasonably determined by the Company, legal or there is another justified reason, as reasonably determined by the Company, for not executing the Order.
6. FEES
6.1. As all fees related to the use of the Services shall be made by the Customer to the Company, and thus the End User does not have an obligation to pay for the Services to the Company.
7. RIGHTS AND OBLIGATIONS OF THE END USER
7.1. By choosing to use the Services, the End User guarantees and warrants that:
7.1.1. The Services will be used exclusively by the End User and only for their own purposes.
7.1.2. The End User will utilize the Services exclusively for purposes that are authorized within these Terms, any agreement with the Customer, and in strict conformity with all applicable laws, regulations, and widely recognized policies or guidelines in the relevant jurisdictions.
7.1.3. The End User commits to refraining from any activities that could disrupt, burden excessively, or in any other manner adversely affect the Services, including but not limited to its servers or network infrastructure. This includes avoiding any actions that could impair the functionality or accessibility of the Services for other users.
7.1.4. The End User confirms that any funds used in connection with the Services are entirely owned by them and are free of any encumbrances, claims, liens, or legal disputes. This warranty ensures that the funds are legitimate, and that the End User has full authority to use them within the Services.
7.1.5. The End User acknowledges that they have thoroughly read, understood, and accepted these Terms. By proceeding to use the Services, the End User indicates their informed consent to abide by these Terms and any associated legal obligations.
7.2. Any and all payment accounts utilized by the End User in connection with the Services must be registered in the End User's name, affirming that the End User has legitimate authority over any transactions initiated.
7.3. The End User shall not engage in, nor attempt to engage in, the practice known as "double dipping" during or following the resolution process of any dispute related to transactions made through the Services. Double dipping is defined as the act of seeking or attempting to obtain funds from both the Company and the recipient of a payment, bank, or card issuer for the same transaction. This prohibition extends to any actions that constitute or appear to constitute fraudulent claims for reimbursement, chargebacks, or similar attempts to receive unjust enrichment from multiple sources for a single transaction.
7.4. The End User is expressly prohibited from circumventing or attempting to circumvent any technical restrictions or limitations of the Services. This includes any actions aimed at enabling functionalities that have been disabled, restricted, or expressly prohibited by the Services. The End User agrees not to engage in any activities that seek to modify, bypass, or exploit the Services' operational framework in a manner that enables unauthorized features or capabilities.
7.5. The End User bears full responsibility for adhering to these Terms. This responsibility extends to ensuring the accuracy and truthfulness of all information provided by the End User to both the Customer and the Company. Furthermore, the End User must follow all instructions issued by either the Customer or the Company with precision and care.
7.6. The End User is solely responsible for the electronic devices, communication devices and other such devices and matters such as hardware condition, internet connection, antivirus, backup, and other similar technologies as in use by the End User.
7.7. The End User agrees to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Services. The End User agrees to not remove, obscure, or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.
7.8. The End User shall immediately notify the Company if the End User detects or suspects any unauthorized use of Services; all notification shall be made by email to info@membrane.fi. The End User bears full responsibility for all activities conducted through the End User’s account.
8. RIGHTS AND OBLIGATIONS OF THE COMPANY
8.1. The Company owns and retains all proprietary rights in the Services, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Services contain the copyrighted material, trademarks, and other proprietary information of the Company and its licensors. All the intellectual property rights shall remain vested with the Company.
8.2. The Services may enable the End User to view, access, communicate and interact with third party sources, for example, third party websites and services. The Company does not assume any responsibility for the content, actions, or practices of any such sources. The End User’s interaction with such a source and the End User’s use of, and reliance upon, any content provided by such sources is at the Customer’s sole discretion and risk.
8.3. The Company is not responsible for the content of the Services or its correctness, except for the content generated by the Company. Thus, the Company is for example not responsible for information the Customer or the End User discloses through the Services.
8.4. The Company has a right to stop and/or cancel an Order, if the Company becomes aware of or can reasonably suspect that the End User is not fulfilling its obligations in accordance with these Terms.
9. DATA PROTECTION
9.1. The Company’s personal data processing activities in connection with Services is described in the Company’s privacy notice, which can be accessed here: https://www.membrane.fi/legal/privacy-notice.
10. LIABILITY
10.1. The Services are provided on an “as is” and “as available” basis. While the Company strives to provide access to the Services at all times, it does not guarantee that the Services are usable at any given time or that the Services would work flawlessly. The Company does not guarantee the uninterrupted and continuous operation of the Services or other equipment and/or systems used in the execution of the Services.
10.2. The Company is only obliged to compensate the End User for any direct damage caused to the End User by the Company’s breach of an applicable law or these Terms. The End User is not entitled to compensation from the Company if the End User does not notify the Company of the reason for the compensation within a reasonable time after having become aware of the reason for compensation.
10.3. The Company shall not be liable for damages if the performance of the Company’s obligations under these Terms or an applicable law would be contrary to another applicable law.
10.4. The End User who has suffered losses, shall take all possible actions to limit these losses. If the End User fails to do so, the End User will be liable for damages in this regard.
10.5. The End User is not entitled to compensation due to the termination or non-execution of the Services.
10.6. To the fullest extent allowed by applicable law and this section, in no event will the Company, its affiliates, business partners, licensors or service providers be liable to the End User or any third person for any indirect, reliance, consequential, exemplary, incidental, special or punitive damages, including without limitation, loss of profits, loss of goodwill, damages for loss, corruption or breaches of data or programs, service interruptions and procurement of substitute services, even if the Company has been advised of the possibility of such damages.
10.7. Notwithstanding anything to the contrary contained herein, the Company’s liability to the End User for any cause whatsoever, and regardless of the form of the action, will at all times be limited to EUR 300.
11. INDEMNITY
11.1. The End User hereby agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and successors from any and all claims, losses, liabilities, damages, expenses, and costs (including attorney's fees and court costs) arising from or related to: (i) any dispute between the End User and the Customer; (ii) the End User’s use of, or inability to use, the Services; (iii) the End User’s use of EUROe; (iv) the End User’s access to EUROe in the Customer Platform; (v) the purchase of any good or service with EUROe; (vi) the delivery, fulfilment or any similar execution of a good or service of the Customer; (vii) the End User’s or the Customer’s violation of these Terms or any applicable law; and (viii) the End User’s or the Customer’s violation of any third party right, including without limitation any intellectual property rights or data protection right.
12. COMMUNICATIONS
12.1. All communication regarding Services is conducted between the End User and the Customer using the communication method and language agreed upon by the End User and the Customer.
13. TERM AND TERMINATION
13.1. These Terms enter into force when the End User places an Order with the Company to use a Service. Since the use of Services is based on a specific transaction, these Terms remain in effect for as long as it takes to complete the End User's specific Order, or until the Company decides not to fulfill the Order, after which these Terms shall cease.
13.2. The following sections shall remain in force even after the termination of these Terms 3, 4, 7, 8, 10, 11, 13 and 14.
14. GOVERNING LAW AND DISPUTES
14.1. These Terms are governed by the laws of Finland without regard to its principles and rules on conflict of law.
14.2. Any disputes will be resolved in the first instance in the Helsinki District Court. However, if the End User is a consumer, the End User may have the right to recourse the matter for admissibility to the Consumer Dispute Board (the Consumer Dispute Board, Hämeentie 3, P.O. Box 306, 00531 Helsinki, Finland, kril@oikeus.fi, www.kuluttajariita.fi). Before recoursing the matter to the Consumer Dispute Board, a consumer shall be in contact with the consumer advice of the magistrates (www.kuluttajaneuvonta.fi).
15. DISCREPANCIES
15.1. In case of discrepancy between the Terms and its annexes, the annexes shall always prevail.
16. SUPERVISING AUTHORITY
16.1. The Services provided by the Company are supervised by the Financial Supervisory Authority (P.O. Box 103, 00101 Helsinki; www.finanssivalvonta.fi; + 358 9 18351).
ANNEX 1: EUROe LINK, EUROe RAMP, eUSD LINK AND eUSD RAMP
1. Generally
1.1. This is an Annex 1 to the Terms between the Company and the End User in regard to EUROe Link or EUROe Ramp service (hereinafter “Services”). Hence, the terms and definitions used in this Annex 1 shall have the same meaning as in the Terms regarding the Services between the Company and the End User.
1.2. For clarity, as eUSD functions in an identical manner to EUROe, all terms and conditions of Annex 1 pertaining to EUROe, EUROe Link and EUROe Ramp shall analogously apply to eUSD, eUSD Link and eUSD Ramp, unless explicitly stated otherwise in this Annex 1.
1.3. EUROe Link and EUROe Ramp functions are legally identical. The practical differences between the Services are primarily that:
1.3.1. in EUROe Link the End User’s EUROe is always custodied in the Customer Platform, whereas in EUROe Ramp the End User's EUROe may sometimes not be custodied in the Customer Platform, and
1.3.2. in EUROe Link the Orders are completed by the end of the next business day following the placement of the Order, whereas in EUROe Ramp the Orders are completed instantly.
1.4. The End User may use the Services to:
1.4.1. “Top Up”: When the Customer provides End Users with access to the Services through the Customer Platform, the End Users can receive EUROe to their disposal by placing Orders with the Company.
1.4.2. “Withdrawal”: When the Customer provides End Users with access to the Services through the Customer Platform, the End Users are able to dispose of EUROe and receive other funds in return within the Customer Platform by placing Orders to the Company.
1.5. The Company retains the right to apply different thresholds or require additional/different information and/or third-party service providers (e.g. bank) in connection to the Services without mutual agreement if necessary to comply with applicable laws and regulations, or otherwise deemed appropriate by the Company.
2. Top Up of EUROe may be either issuance of EMT or provision of payment services
2.1. In the Top Up, (i) the End User makes a payment to the Company in the form enabled by the Company from time to time and as chosen by the End User, and (ii) the Company sends EUROe to the End User’s digital wallet.
2.2. The Company may use different technical and practical solutions in the Top Up, which may affect which EUROe the Company ends up providing the End Users and the legal nature of the Service. The Company may, for example, provide the Customer with EUROe that it issues based on the Order of the End User, or the Company may utilize a pool of already existing EUROe that it has issued prior to the End User’s Order to speed the Top Up process and create predictability for the related costs, such as gas fees. Depending on the EUROe provided to the End User, the legal nature of the Service is subject to change:
2.2.1. If the Company provides the End User with an entirely new EUROe, which is issued by the Company based on the Order of the End User, the Service shall from a legal perspective be considered the issuance of EMT. If the Service is considered EMT issuance, the provision of the Service is subject to the EMT issuance provisions of the Payment Institution Act of Finland (297/2010) and MiCA.
2.2.2. If the Company provides the End User with EUROe that has already been issued by the Company prior to the End User’s Order, the Service shall from a legal perspective be considered a payment service. If the Service is considered a payment service, the provision of the Service is subject to the payment service provisions of the Payment Institution Act of Finland (297/2010) and the Payment Service Act of Finland (290/2010).
2.3. The End User understands and accepts that the Company shall have the sole right to determine which EUROe it uses in the Top Up, and the End User explicitly agrees not to challenge or dispute the Company's choice.
2.4. If the Top Up is considered a payment service:
2.4.1. the End User does not have a right to a refund within the meaning of the Payment Service Act of Finland (290/2010), as the Service is initiated by the End User as the payer,
2.4.2. the Company is responsible for any unauthorized, unexpected or incorrectly executed Order in accordance with the Payment Service Act of Finland (290/2010) and the Terms, and
2.4.3. the End User shall notify the Company of an unlawful, unexecuted or incorrectly executed Order without undue delay after its discovery, but no later than within 13 months from the execution of the Order, or the otherwise the Customer forfeits the right to contest the execution or claim any remedy for such issues.
3. Withdrawal of EUROe shall typically be considered as the redemption of an EMT
3.1. In the Withdrawal, (i) the End User shall send EUROe from their digital wallet via the Customer Platform to the Company, and (ii) the Company shall send other funds, as enabled by the Company from time to time, to the End User.
3.2. In the Withdrawal, the Service shall typically be considered as the redemption of an EMT from a legal perspective, not as a payment service. Hence, the Withdrawal shall be subject to EMT redemption provisions of MiCA. However, the Company may in the future offer the possibility of provisioning the Withdrawal optionally as a payment service as well, instead of solely as the redemption of an EMT.
ANNEX 2: EUROe Pay-In and eUSD Pay-In
1. This is an Annex 2 to the Terms between the Company and the End User in regard to EUROe Pay-In service (hereinafter “Service”). Hence, the terms and definitions used in this Annex 2 shall have the same meaning as in the Terms regarding the Service between the Company and the End User.
2. For clarity, as eUSD functions in an identical manner to EUROe, all terms and conditions of Annex 2 pertaining to EUROe and EUROe Pay-In shall analogously apply to eUSD and eUSD Pay-In, unless explicitly stated otherwise in this Annex 2.
3. The End User can use the Service to pay for a good or service to the Customer, if the Customer has enabled the use of EUROe Pay-In.
4. From a legal perspective, the Service is a payment service of the Company as per the Payment Institution Act of Finland (297/2010), whereby the provision of the Service is subject to the payment service provisions of the Payment Institution Act of Finland (297/2010) and the Payment Service Act of Finland (290/2010).
5. The Company does not take any part in any goods or services purchased by the End User from the Customer, whereby the Company's responsibility under these Terms is confined to ensuring the operation of the Services.
6. The End User does not have a right to a refund within the meaning of the Payment Service Act of Finland (290/2010), as the Service is initiated by the End User as the payer.
7. The Company is responsible for any unauthorized, unexpected or incorrectly executed Order in accordance with the Payment Service Act of Finland (290/2010) and the Terms.
8. The End User shall notify the Company of an unlawful, unexecuted or incorrectly executed Order without undue delay after its discovery, but no later than within 13 months from the execution of the Order, or the otherwise the Customer forfeits the right to contest the execution or claim any remedy for such issues.