Terms of Membrane Platform

Updated 2024-07-19

Terms of Membrane Platform Privacy Notice End User Terms Country Risk Policy Access Denial Policy

Definitions

“Access Code” means a personal secret set of characters or biometric identifier chosen by the Customer, which the Customer can use to log into the Service, accept Transactions with a MIE in the Service and transact with the customer service via remote communication (e.g. smart device).
“Account” means the Customer’s account in the Service.
“Agreement” means these terms of use, which apply in the relationship between the Company and the Customer when the Customer uses the Service. The Agreement contains the following different terms that are to be read in unison: A. Terms of Service and B. Terms of EUROe (with B. Terms of eUSD being established at a later date). The Customer accepts the Agreement as binding in the registration process or by using the Service. The Customer may not use the Service if it does not enter into the Agreement with the Company.
"AML Act” means the Anti-Money Laundering and Counter Terrorist Financing Act of Finland (444/2017).
"Burn” means the redemption and the subsequent destruction of a MIE.
“Company” means Membrane Finance Oy.
“Company’s Address” means the Company’s blockchain based address to which a MIE may be sent to and sent from.
“Customer” means the legal person who has entered into this Agreement with the Company.
“Customer’s Address” means the Customer’s blockchain based address to which a MIE may be sent to and sent from.
“EMD2” means Directive 2009/110/EC of the European Parliament and of the Council on the taking up, pursuit and prudential supervision of the business of electronic money institutions.
“EMT” means an e-money token as defined in Article 3(1)(7) of MiCA.
“End User” means a third party that possesses a MIE. The Company does not have a contractual relationship with the End User.
“EUROe” means the Company’s EMT, which references the euro.
“eUSD” means the Company’s EMT, which references the United States Dollar.
“Order” means the order given by the Customer to the Company to execute a Transaction with a MIE.
“Transaction” means the act by which a MIE is Minted and transferred to the Customer by the Company or redeemed from the Customer by the Company.
“e-money” means electronic money as defined in the Payment Institution Act of Finland (297/2010), which is based on the EMD2.
“GDPR” means the EU’s General Data Protection Regulation (679/2016).
“MiCA” means the EU’s Markets in Crypto-Assets Regulation (EU) 2023/1114
"Mint” means the creation of a MIE for the use of the Customer.
“Pricing” means the price list in force at the time, on the basis of which the Company charges the Customer fees and commissions for the use of the Services. The price list can be seen here: https://www.membrane.fi/pricing
“PSD2” means Directive (EU) 2015/2366 of the European Parliament and of the Council on payment services in the internal market.
“Reserve” means the value of the reference currency held in exchange for a MIE, that is always at least equivalent to the issued and outstanding amount of such MIE, and that are safeguarded by the Company as per applicable laws (i.e. Reserve is either placed into a separate customer funds account held at a credit institution or invested in secure, low-risk and liquid assets).
“Service” means the Company’s platform service, which the Customer may use in accordance with this Agreement to request the Company to Mint an MIE for the Customer and redeem a MIE from the Customer. The Service can only be used with those MIE that the Customer has selected to enter into this Agreement with as represented within Section 1.5 of this Agreement.
“Membrane-Issued EMT” (or "MIE") means all EMTs or an EMT issued under MiCA by the Company.
“Terms of Service” means the terms annexed to this Agreement in Section A.
“Terms of EUROe” means the terms annexed to this Agreement in Section B.
“Terms of eUSD” means the terms, that once established, will be annexed to this Agreement in Section C.
“User” means the Customer’s representative who use the Service on the Customer’s behalf.

A. Terms of Service

1. Service Provider and the Service

Service Provider:

1.1. The contact details of the Company are as follows:

Name: Membrane Finance Oy Business ID: 3236886-2 Principal Office: Meritullinkatu 1B, 00170 Helsinki, Finland Email: info@membrane.fi Web address: https://www.membrane.fi

1.2. The Company is registered by the Finnish Financial Supervisory Authority as an electronic money institution in accordance with the Payment Institution Act of Finland (297/2010), onto which the obligations of EMD2, PSD2 and MiCA have been implemented.

About the Service:

1.3. With the conclusion of this Agreement, the Company shall provide the Service to the Customer. The Service enables the Customer to request the Mint of one or more MIE from the Company and request the Company to redeem one or more MIE from the Customer in accordance with this Agreement.

1.4. The Company is entitled to charge fees from the Customer for the use of the Service as per the Pricing in force at a given time.

1.5. The Customer has chosen the following MIE for use within the Service: EUROe

2. Conclusion of the Agreement and Applicable Terms

2.1. The Customer and the Company enter into the Agreement electronically via remote communication or the Service, whichever method is used by the Company at any given time.

2.2. Prior to the registration, the Customer has an obligation to carefully read through this Agreement and ensure that the Customer is able to comply with the terms of this Agreement prior to the conclusion of the Agreement and during the validity of the Agreement. By obtaining and using the Service, the Customer warrants that it understands and expressly accepts each provision of this Agreement. If the Customer is not able to comply with the terms of this Agreement, it must inform the Company of the situation and not use the Service.

2.3. The Agreement between the Company and the Customer will be effective immediately after the Customer has registered as a Customer into the Service.

2.4. When entering into the Agreement, the Customer agrees to communication with the Company via the Service and remote communication.

2.5. The Company reserves the right to refuse to conclude the Agreement with any party.

2.6. The Customer shall take into account the terms set by network operators, device manufacturers and other third parties, which may be a condition for using the Service provided by the Company.

3. Compliance with the AML Act

3.1. In accordance with the AML Act, the Company has a legal obligation to know its Customer (KYC) and ensure that the Customer does not use the Service or enable the Service to be used for money laundering or terrorist financing.

3.2. The Customer understands and agrees that the Company may use any and all necessary legal means (e.g., deriving information of the Customer from reliable third party sources, such as government data bases) to ensure the Company’s compliance with the AML Act in regard to the provision of the Service to the Customer. The Customer itself is also responsible for complying with applicable laws, including applicable anti-money laundering and countering the financing of terrorism laws. The Customer understands that by not complying with applicable laws, it might harm the reputation of the Company, and when doing so, the Customer shall compensate the Company for all damages caused.

3.3. The Customer understands and agrees that if the Company is unable to ensure sufficient compliance with the AML Act in regard to the Customer using the Service, the Company may unilaterally without any kind of advance notice decide to stop offering the Service to and terminate the Agreement with the Customer. In such situations, the Customer is not entitled to any kind of compensation.

4. Information Provided by the Customer to the Company

4.1. The Customer is obliged to provide the Company with the correct, sufficient, and necessary information requested by the Company at any given time in order to enter into the Agreement and execute the Service.

4.2. The Customer is solely responsible for the correctness and timeliness of the information provided.

4.3. The Customer must immediately notify the Company of any changes to the Customer’s information in the Service, such as changes in the Customer’s name, address or political status.

4.4. The Company is not responsible for damages caused by the Customer’s negligence to notify the Company of the changes in the Customer’s information.

4.5. The Company has the right to charge the Customer for the costs for not notifying the changes in the Customer’s information to the Company.

5. Rights and Responsibilities of the Company

5.1. The Company owns and retains all proprietary rights in the Service, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Service contains the copyrighted material, trademarks, and other proprietary information of the Company and its licensors.

5.2. The Service may enable the Customer 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 Customer’s interaction with such a source and the Customer’s use of, and reliance upon, any content provided by such sources is at the Customer’s sole discretion and risk.

5.3. The Company is not responsible for the content of the Service or its correctness, except for the content generated by the Company. Thus, the Company is for example not responsible for information the Customers disclose through the Service.

6. Rights and Responsibilities of the Customer

6.1. The Customer must be a legally established legal person to use the Service. By creating an Account into the Service and/or using the Service, the Customer represents and warrants that the Customer can form a binding agreement with the Company, the Customer is not a person barred from using the Service under any laws, and the Customer will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations.

6.2. The Account is personal and only the Customer shall have access to the Account. The Customer is responsible to take all necessary measures to keep the Account personal. To be noted, the User’s account in the Service shall also be personal and may not be used by other Users or third parties.

6.3. The Customer agrees to use the Service only for the purposes permitted by the Agreement and any applicable laws, regulations or generally accepted policies or guidelines in the relevant jurisdiction.

6.4. The Customer 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 Customer.

6.5. It is forbidden to choose a username that violates good practice and/or violates the rights of others.

6.6. The Customer agrees not to take up any actions that disturbs or in any other way hinders the Service or its servers or networks.

6.7. The Service may contain links to third party websites. When the Customer visits third party websites, the Customer does so on the Customer’s own responsibility and risk.

6.8. The Customer agrees not to send, transmit or store material through the Service that is in violation of good practice or law. The Customer also agrees not to incite others to engage in any such activities. Furthermore, the Customer agrees not to violate anyone’s intellectual property rights through the Service.

6.9. The Customer 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 Service. The Customer agrees to not remove, obscure, or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.

6.10. If the Customer does not comply with this Agreement, the Company may terminate the Agreement with direct legal effect, cancel the Customer’s Account and implement any other similar procedure.

6.11. The Customer undertakes to act diligently towards the Company in all activities between the parties. The Customer understands that the Account and the login information are the Customer’s personal information, and these must be stored and used with care and security so that third parties cannot access or use them. The Customer undertakes not to grant any third party the right to use the Service or grant a third party the right to use the Service.

6.12. The Customer shall always sign out of the Service when the Customer stops the use of the web application or a similar applicable application enabling the use of the Service.

6.13. The Customer must immediately notify the Company of the loss of the login information, third party possession or unauthorised use of the Account to the following email address: backoffice@membrane.fi. The Customer is solely responsible for all activity in the Account.

6.14. The Customer is in all regards obliged to take all reasonable steps to fulfil the duty of diligence and to ensure on a regular basis, in accordance with the circumstances, that the duty of diligence has been fulfilled.

6.15. The Customer is solely responsible for complying with applicable laws. The Customer agrees that the Company is not responsible for determining whether or which laws may apply to the Customer’s transactions, including tax laws. The Customer is solely responsible for reporting and paying any taxes arising from the Customer’s use of a MIE or the Service, including any accurate reporting of the tax or legal status of a MIE in the Customer’s jurisdiction.

6.16. The Customer is solely responsible for the actions or inactions that the User undertakes while using the Service. The Customer guarantees that when its Users use the Service, the Users shall comply with the Customer’s obligations under the Agreement.

7. Term and Termination

7.1. The Agreement is in force until further notice.

7.2. The Customer has the right to terminate the Agreement with two (2) months’ written notice. The termination may be validly executed only through the Service or by a separate agreement with the Company.

7.3. The Company has the right to terminate the Agreement with two (2) months’ written notice.

7.4. Notwithstanding the aforementioned, the Company has the right to suspend and prevent the Customer from using the Service and/or terminate the Agreement immediately and at the same time stop offering the Service to the Customer and close the Account if the Customer has materially breached the obligations under the Agreement. The Company will send a notice of termination or cancellation to the Customer in the Service or in another similar manner. In such a case, the Company is entitled to charge a fee from the Customer as per the Pricing and take any steps the Company itself deems necessary.

7.5. The Company may, within the limits of applicable law, deem it appropriate to prevent the use of the Service with immediate effect or to restrict the Customer's ability to use certain functions of the Service.

7.6. The Company’s obligation to offer the Service ends when the Agreement is no longer in force.

7.7. At the end of the customer relationship with the Company, the Customer’s Account may be closed, and the Customer’s right to use the Service shall cease.

7.8. The following Sections shall remain in force even after the termination of the Agreement 3, 5, 6, 11, 12 and 16.

8. Changes to the Agreement and the Service

8.1. The Company has a unilateral right to change the Agreement. The Company will notify the Customer of the changes in the Service or another similar way. The changes enter into force on the date specified by the Company, however no earlier than two (2) months after sending the notice to the Customer.

8.2. The Agreement will remain in force as amended unless the Customer notifies the Company that the Customer does not accept the changes. In such case, the Customer is able to terminate the Agreement (see section 7). In order to continue the use of the Service, it may be required that the Customer accepts the changed Agreement by a so-called tick the box -method in the Service.

9. Language, Communication and Customer Service

9.1. English shall be used in any communications.

9.2. The Service, e-mail or other similar means will be used for communication and customer service.

9.3. For as long as the Agreement is in force between the Company and the Customer, the Customer has a right to request from the Company a written copy of this Agreement and information relating to this Agreement, such as notifications of changes to this Agreement and the Pricing. The information may also be provided by another similar manner (e.g., text message) depending on the contact information provided by the Customer. The Customer is considered to have received the information or the notification no later than on the seventh (7) day after the Company has sent the message.

10. Processing of Personal Data

10.1. Personal data processing activities related to the Service are described in the Service’s privacy notice, which can be found here: https://www.membrane.fi/legal/privacy-notice

11. Fees and Taxes

Fees

11.1. The Company has the right to charge the Customer a fee for using the Service in accordance with the Pricing in force at a given time. The Pricing is published on the Company’s website and delivered to the Customer electronically upon request. The Pricing is displayed here: https://www.membrane.fi/pricing.

11.2. The Pricing may be changed as the rest of this Agreement.

11.3. The Company is not responsible for any fees or commissions charged by third parties or technologies (e.g. blockchain related transaction fees).

Taxes

11.4. All fees are stated exclusive of all taxes and similar fiscal charges now in force or enacted in the future, some of which the Customer will be responsible for and must pay in full.

12. Indemnity and Limitation of Liability

Indemnity

12.1. The Customer agrees to defend, indemnify and hold harmless the Company and the Company’s affiliates, and respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) the Customer’s use of, or inability to use, the Service; (ii) the Customer’s violation of this Agreement; and (iii) the Customer’s violation of any third party right, including without limitation any intellectual property rights or data protection right.

Limitation of liability

12.2. The Service is provided on an “as is” and “as available” basis. While the Company strives to provide access to the Service at all times, it does not guarantee that the Service is usable at any given time or that the Service would work flawlessly. The Company does not guarantee the uninterrupted and continuous operation of the Service or other equipment and/or systems used in the execution of the Service.

12.3. In addition to the costs and interest loss incurred by the Company, the Company is only obliged to compensate the Customer for any direct damage caused to the Customer by the Company’s breach of an applicable law or the Agreement. The Customer is not entitled to compensation from the Company if the Customer does not notify the Company of the reason for the compensation within a reasonable time after having become aware of the reason for compensation.

12.4. The Company shall not be liable for damages if the performance of the Company’s obligations under the Agreement or an applicable law would be contrary to another applicable law.

12.5. The Customer who has suffered losses, shall take all possible actions to limit these losses. If the Customer fails to do so, the Customer will be liable for damages in this regard.

12.6. The Customer is not entitled to compensation due to the termination of this Agreement or due to the termination of the Service.

12.7. To the fullest extent allowed by applicable law and this Section 12, in no event will the Company, its affiliates, business partners, licensors or service providers be liable to the Customer 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.

12.8. Notwithstanding anything to the contrary contained herein, the Company’s liability to the Customer for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by the Customer to the Company for the Service within the three (3) months preceding the date of bringing a claim.

13. Force Majeure

13.1. A party shall not be liable for damages if the party can show that the performance of its obligation was prevented by an unusual and unforeseeable cause beyond its control and the consequences of which it could not have avoided with all due diligence.

13.2. Force majeure or other similar circumstance entitles the Company to suspend the provision of the Service for the time being.

13.3. A party shall notify in writing the other party of the force majeure as soon as possible. The Company may notify of a force majeure through the Service, website, in the national media or through other appropriate means.

14. Transfer of Agreement

14.1. The Company has a unilateral right to transfer the Agreement and the receivables related to it and other rights and obligations in full or in part to a third party.

14.2. The Customer is not entitled to transfer the rights and obligations under the Agreement.

15. Regulatory Authorities

15.1. The e-money services provided by the Company are supervised by the Financial Supervisory Authority (P.O. Box 103, 00101 Helsinki; www.finanssivalvonta.fi; + 358 9 18351).

16. Governing Law and Disputes

16.1. This Agreement shall be governed by the laws of Finland, without regard to its principles and rules on conflict of law.

16.2. If the Customer believes that the Company has acted in violation of this Agreement, the Customer should first contact the Company. Any disputes between parties are primarily resolved through negotiations.

16.3. Any dispute, arising out of or relating to the Agreement, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English. However, evidence may be submitted and witnesses may be heard in Finnish, to the extent the arbitral tribunal deems it appropriate.

B. TERMS OF EUROE

17. Information of EUROe

17.1. The legal issuance of a euro backed stablecoin in the European Union requires a relevant financial licence provided by an official financial authority of a European Union member state. Therefore, the Company, as an issuer of the euro backed stablecoin EUROe, is licensed as an electronic money institution in the Republic of Finland by the Finnish Financial Supervisory Authority. The operations of the Company and EUROe are supervised by the Finnish Financial Supervisory Authority.

17.2. From a regulatory perspective and by the affirmation of the Finnish Financial Supervisory Authority, EUROe is an EMT in accordance with MiCA. Additionally, EUROe, like all EMTs, shall be considered as electronic money under applicable laws (which are based on EMD2 and PSD2).

17.3. One (1) EUROe Minted by the Customer shall always be backed up by one (1) euro in value, whereby EUROe is always fully backed by at least an equivalent value of Reserves. As an electronic money institution, the Company is liable under applicable laws to sufficiently safeguard the Reserves, whereby it is not just a contractual promise of the Company to safeguard the Reserves, but also its regulatory obligation.

17.4. The Customer can use the Service to request the Mint of EUROe from the Company and/or request the Company to redeem EUROe from the Customer. To be noted, the Company does not provide the Customer’s Address to the Customer, nor does the Company hold any EUROe or other assets on behalf of the Customer. The Customer is solely responsible for providing the Company with the correct Customer’s Address and the adequate protection of its own Customer’s Address.

18. Mint of EUROe

18.1. The Customer may request the Mint of EUROe through the Service and in accordance with this Agreement. When the Customer requests the Mint of EUROe, the Customer shall pay the Company the nominal value of the Minted EUROe and, if applicable, a fee as per the Pricing. Afterwards the Company shall provide the Customer with the Minted EUROe.

18.2. The Company shall transfer the Minted EUROe to the Customer only after the Company has received all related payments of EUROe from the Customer.

18.3. Once the Minted EUROe is transferred to the Customer, the Customer becomes the sole legal owner of the EUROe.

19. Redemption of EUROe

19.1. The Customer may request the Company to redeem EUROe through the Service and in accordance with this Agreement. When the Company redeems EUROe from the Customer, the Customer shall send EUROe to the Company as per the instructions of the Company, and the Company shall pay the Customer in euros the nominal value of the redeemed EUROe. All redeemed EUROe are Burned by the Company.

19.2. Upon redemption of EUROe, the Company shall pay the euros to the Customer without undue delay. To be noted, where at the sole discretion of the Company it is necessary to ensure the safety, liquidity or other similar preconditions of EUROe, the rights and obligations of the Customers or the rights and obligations of the Company, the Company has the unilateral right to postpone, split into parts or take up any other necessary measure, at the Company’s sole discretion, in the fulfilment of the Customer’s redemption request of EUROe.

20. Fees related to the Mint of EUROe

20.1. The Customer’s right to request the Mint of EUROe from the Company is contingent on the Customer paying the Company all applicable fees as per the Pricing.

21. EUROe Order and EUROe Transaction

21.1. All Mint and redemption requests of EUROe are carried out via EUROe Orders and EUROe Transactions in the Service as they are enabled by the Company in the Service at a given time.

21.2. EUROe Order shall be deemed received and its execution shall begin when the Customer has provided sufficient information to execute the order and consented to the execution of the EUROe Transaction as well as paid all related fees to the Company as per the Pricing. The Customer has no right to cancel the EUROe Order notified by the Customer after the Company has received the EUROe Order and started its execution. The Customer is responsible for the accuracy of the information in the EUROe Order and for the adequate payment of the EUROe Order.

21.3. The Company is not obliged to execute a EUROe Order if the EUROe Order does not contain the information necessary for its execution, the Customer has not paid the Company all related fees as per the Pricing or there is another justified reason, as reasonably determined by the Company, for not executing the EUROe Order. If the non-execution of the EUROe Order is not obviously based on the context of the EUROe Transaction, the Company will submit a notice of non-execution to the Service or through other electronic means.

21.4. If a EUROe Transaction has not been executed or has been executed incorrectly, the Company will, at the Customer’s request, trace the EUROe Transaction and notify the Customer of the results. To be noted, the tracing of EUROe shall be based on blockchain analysis, and the Company does not have the means to verify the identity of third parties possessing EUROe.

21.5. If the EUROe Transaction has been executed incorrectly or has not been executed due to a reason attributable to the Customer, the Company has the right to charge a fee for the recovery of funds in accordance with the Pricing.

22. Amendment Based on the Company’s Own Error

22.1. The Company has the right to amend a typing error, erroneous invoice or another such technical error in the transmission of EUROe based on its own error, even if the payment has already been transmitted within a reasonable time after the error occurred. The Company will immediately notify the Customer of the error and its correction in the Service.

23. EUROe Orders Requiring Currency Exchange

23.1. Payments made in a currency other than euros are exchanged for euros using the exchange rate applied by the related service provider used by the Company at any given time. The Company charges a fee in accordance with the Pricing for the currency exchange.

24. Records of EUROe Transactions

24.1. The Company provides the Customer with information on the EUROe Transactions in the Service or otherwise in writing. The information of a EUROe Transaction is available to the Customer free of charge and can be printed from the Service for at least 13 months from its execution date. If the information is sent in another way (e.g., by post), the Customer shall pay a charge to the Company as specified in the Pricing.

25. Liability for the Execution of the EUROe Order

25.1. The Company’s liability for the EUROe Order ends when the related EUROe Transaction has been fulfilled. The Customer shall notify the Company of an unlawful, unexecuted or incorrectly executed EUROe Transaction without undue delay after its discovery, but no later than within 20 business days from the execution of the EUROe Transaction.

25.2. If the Customer does not notify the Company of an unlawful, unexecuted or incorrectly executed EUROe Transaction within 20 business days from the execution of the EUROe Transaction, the Customer is not entitled to receive compensation or a refund from the Company, and the Company shall not be liable for anything related to the said EUROe Transaction.

26. Supported blockchains

26.1. While EUROe is, for all practical purposes, a euro backed stablecoin, from a regulatory perspective, EUROe is an EMT, and as such shall be considered as electronic money that operates technically within a blockchain. The Company may freely and unilaterally choose and amend what blockchains EUROe shall support. Please find a list of each supported blockchain here: https://dev.euroe.com/docs/Stablecoin/contract-addresses.

26.2. The Customer may request the Company to migrate EUROe from one supported blockchain to another supported blockchain through the Service. In such a case, the Company is entitled to charge fee from the Customer as per the Pricing.

27. Disclaimers

27.1. EUROe is merely a digital representation of the official euro currency, whereby it is not designated to intrinsically create returns to Customers or End Users, increase in value or accrue any other benefits for the Customer or the End User.

27.2. The Company does not have any legal rights in the EUROe owned by the Customer, End User or any third party.

27.3. As EUROe is based on a technology of a public and decentralised blockchain, it is possible that a third party could create a similar instrument to EUROe. The Company has a connection only to the EUROe that is governed and described in this Agreement. The Company does not bear any responsibility for any digital asset imitating EUROe.

27.4. As EUROe is based on a technology of a public and decentralised blockchain, it is possible that a separate party from the Company could create another version of the blockchain in question. Such an event shall be called “fork”. In the event of a fork of blockchain(s) supported by EUROe, the Company may be forced to suspend all actions related to EUROe until the Company has in its sole discretion determined how the functionality can restored. Such suspension of operations shall most likely shortly before or immediately after following a fork, and thus, the Company shall most likely not be able to provide a warning of the suspension to the Customer. The Company shall at its sole discretion decide which forks it shall support.

27.5. As EUROe is based on a technology of a public and decentralised blockchain, the Company does not have any ability, obligations or means to prevent or mitigate attacks or resolve any other issues that might arise with any blockchain EUROe is based on. Any such events may delay or prevent the Customer from sending or receiving EUROe, and the Company shall bear no responsibility or liability for any losses that result from such issues.

27.6. The blockchains supported by EUROe may be changed from time to time at the sole discretion of the Company. If the Company decides to have EUROe no longer support a given blockchain, the Company shall inform the Customer in writing at least 60 days prior to the decision taking effect, and following the Company’s notification, the Customer may migrate the EUROe at its disposal to another blockchain supported by EUROe. If the Customer does not migrate the EUROe at its disposal to a blockchain supported by EUROe before the decision to have EUROe no longer support a given blockchain takes effect, the Company shall not bear any responsibility of the events following thereafter, nor shall the Company be responsible for any damages, losses, including monetary losses due to the Company’s inability to redeem the said EUROe, or any other similar expenses suffered by the Customer. To be noted, the Company shall strive to have EUROe supported by at least one (1) blockchain at all times.

27.7. Notwithstanding anything mentioned afore, the Customer understands and accepts that:

All Mints of EUROe require the Company to sufficiently know the Customer as per the AML Act. If the Company is unable to sufficiently know the Customer, the Customer does not have a right to Mint EUROe and the Company does not have the right to Mint EUROe to the Customer.
All redemptions of EUROe require the Company to sufficiently know the Customer as per the AML Act. If the Company is unable to sufficiently know the Customer, the Customer does not have a right to request the Company to request EUROe and the Company does not have the right to redeem EUROe from the Customer.

28. Notification of Risks related to EUROe

Value of EUROe in potential third party services

28.1. As an e-money, the real value of EUROe is always the value of euro. However, as EUROe may be available in third party services that may have different ways of valuing EUROe than the Company, the Company shall not have any control over the valuation of EUROe in third party services. The Company is not responsible for any losses or other issues that may result from fluctuations in the value of EUROe in third party services.

Availability of EUROe in third party services

28.2. The Company is responsible only for the Mint and redemption of EUROe as per this Agreement. EUROe may or may not be available in third party services, of which the Company does not have any control over. The Company is not responsible for anything related to EUROe’s availability in third party services.

Transfer of EUROe is based on blockchain technology

28.3. EUROe is based on blockchain technology, whereby all transactions of EUROe occur on a supported blockchain. This effectively means that EUROe transfers are not reversible, and the Company does not have any control over the EUROe once it has left the Company’s possession. The Company shall not be responsible for any transfers of EUROe to which the Company is not a party to.

About the Customer’s Address

28.4. The Customer’s Address is solely controlled by the Customer, whereby solely the Customer shall be responsible for the safe use of the Customer’s Address. The Company shall not be liable for anything related to the Customer’s Address.

29. Notification related to the Customer’s Use of EUROe

29.1. The Customer is solely responsible for its use of EUROe and that its use of EUROe complies with all applicable laws. The Customer understands and agrees that the Company is not responsible for ensuring that the Customer uses EUROe in compliance with applicable laws.

29.2. The Customer acknowledges that if EUROe is used in a manner that requires a relevant financial license (e.g. if EUROe is used in the provision of payment services, the said services require a relevant financial license, such as an electronic money institution license), the Customer shall be solely responsible to ensure that its operations are carried out in accordance with applicable laws. The Customer further acknowledges and accepts that the Company shall not be liable for anything related to the Customer’s use of EUROe.

30. Notification of Non-distribution of E-money (EUROe)

30.1. Public offering of an EMT by a duly authorized public offeror operating under the written consent of the issuing electronic money institution means a regulated practice under MiCA, where an electronic money institution distributes an EMT through a natural or a legal person

30.2. As the Customer uses e-money (EUROe) solely for the Customer’s own purposes and not in any way on behalf of the Company, nothing in this Agreement shall create a legal relationship where the Customer would act as the Company’s offeror of an EMT (EUROe) as per MiCA (or EMD2). The Customer and the Company specifically agree with this Agreement that the Customer shall not act as the public offeror of any MIE as per MiCA (nor EMD2).

30.3. If the Customer and the Company want to establish a legal relationship where the Customer acts as the public offeror of a MIE (EUROe) as per MiCA, the Customer and the Company have to conclude a separate written agreement that specifically governs the distributor relationship between the parties.