General terms and conditions

This document is very important! This document sets out the terms, conditions and procedures for individuals and entities in business who shall use the platform Walledo. This document along with the Privacy policy and other terms and conditions specifically mentioned or addressed via email or via the accounts interface are assumed to be agreed between Platform and Merchants as defined further.

Important notice! The Walledo do not provide and do not intend to provide any financial and/or other regulated services. Walledo is not a party to any legal relations between Merchants and Customers. Walledo is pure technical facilitation of the orations processing including the operations related to virtual currency.

1. Definitions used in these Terms and conditions

For the purposes of these General Terms and Conditions:

1.1. Merchant(s) means the individual(s) in business or an entity(s) that use the technical arrangements of the platform. Merchants offer their own products: goods, services or some other added value and distribute the vouchers of the Providers.

1.2. Provider(s) – an individual(s) in business or an entity(s) who has integrated the information about their products (goods, services other added value) to the Platform and offer those products via Platform’s technical capacities.

1.3.Voucher means electronically available information organized in an interface/print form about goods and services which can be obtained by redeeming of vouchers. The information available is for the technical purposes only and all the legal relations arise between Providers and Customers. Vouchers are available via Platform and distributed by Merchants.

1.4. Platform (we) – VERTIGUM Enterprises SRO (operating Walledo trademark).

Platform site – www.walledo.com site.

1.5. Customer is an individual or business who is consuming the products or otherwise interested in the possibilities provided by the Merchants and the Platform.

1.6. Account (Merchant account) – technical arrangement attributed to the name of a specific Merchant facilitating the information and data exchange, management of the balance, used to send the orders to Platform and for using technical capacities of Platform. All the technical capacities of Platform are available to Merchant via Account;

1.7. The Tariffs plan – specification of the fees chargeable by the Platform for specific operations.

1.8. Conventional currency – the legal tender assigned this status according to the law of at least one jurisdiction;

1.9.Virtual Currency – the tender assigned this status by a system/community (Bitcoin or other virtual currency)

2. Merchant accounts

2.1. In order to use Platform’s technical capacities Merchant has to open an account. By opening the account Merchant accepts all the Platform’s terms, mentioned in these Terms and conditions or in other agreements, in the information available in the account’s interface or available via email.

2.2. In order to open an account on Platform Merchant has to go through the identification procedure and has to be cooperative providing all the necessary information. Merchant has to register, fill in the identification forms and provide documents required by Platform.

2.3. Once all the necessary identification information is received by Walledo and Merchant receives the notification via email or via the account interface that the registration is successful Merchant account is opened and all the announced technical capacities of Walledo are available. With the registration Merchant accepts these General Terms and Conditions in their dynamically up-dated version. Platform may amend/change/edit these General Terms and Conditions unilaterally at any time but only once during one day.

2.4. The legally binding agreement is not concluded and not valid for Platform if Merchant omits the obligatory information or gives wrong information in the process of registration.

By using the account in accordance with the technical instructions Merchant accepts and acknowledges that all and any action shall be legally binding and valid, and the legally binding will and intention is expressed. Actions according to the technical instruction shall cause the legal effects equal to the effects of the signature or the same as action formalized by paper document meeting all the necessary legal requirements (stamps, endorsements etc.) existing in the relevant jurisdiction.

2.5. In the process of the account opening Merchant provides an email address which is intended for identification purposes. The email shall be used for identification. The email address is to be valid for all the time as the account is used. There are special instructions in the system for email changing.

2.6. For your identification we ask you to disclose all the necessary information and hereby you warrantee that the information is correct, full and precise.

The following documents are required:

For entities – scanned color copy of the legal entity’s updated certificate of incorporation or document equivalent showing the data of incorporation and that the company is going concern;

For individuals – scan of a valid ID with the personal identification data and the updated business certificate or business registry or any other equal legal document allowing to be involved in business activity;

The platform may need further information, paper copies and certified copies of any documents for Merchant’s identification.

For the virtual currency operation Merchant is required to provide information about the business and other information on request of Platform.

2.7 It is Merchant’s responsibility to follow all the anti-money laundry requirements of the relevant jurisdiction and follow the Know Your Client (KYC) procedures both it’s own and of Platform. It is Merchant’s responsibility to ensure that Customers provide accurate and valid information for their identification for all the operations with the use of Platform and specifically for payments with virtual currency. All the damages/losses/expenditures caused by Merchant’s failure to ensure the accuracy of information shall be paid by Merchant or (and) reimbursed to Platform.

2.8. The account shall be finalized and available for use after the identification process. The use of the account depends on the validity of the documents provided and our KYC procedures. Therefore the Platform may restrict the use of the account at any time until all the procedures are fulfilled, necessary information is provided or other required steps are taken. There may be technical problems which shall be solved as soon as possible and the information about the problems will be provided in a reasonable time. All these possibilities are acknowledged and agreed by merchant.

2.9. Merchant is obliged to cooperate in the identification process and to be cooperative in the process of opening the account, in the day-to-day operation of the account and other issues, related to the account in the mutual interests of the Merchant and the Platform. Merchant acknowledges that the Platform is a high technology innovative system and therefore it is constantly updates its technical capacities and arrangements and there may be technological and technical problems an imperfections. This acknowledgement forms a part of legal agreement hereby.

The Platform presents all the compliments and appreciation in advance to the Merchants cooperation and loyalty. The Platform will be grateful for any information about any problem or imperfection.

2.10 Merchant can close Account following the technical instructions of Account’s interface. If any payment is due to Platform it will be deducted from the balance. The account will be closed by Platform and a message confirming it will be send to Merchant. Please, contact the Platform by email if Account is not closed and confirmation message is not received.

3. Merchant’s account functioning

3.1. Merchant uses Platform, exercise the technical and information communication with Platform via Account. The interface of Account is agreed to be the valid communication tool for the legally binding actions. Alternatively, the email indicated in the registration process can be used for specific messages or communication.

Account is a predominant and valid source of information for Merchants and for any external purposes. Both Platform and Merchant act in cooperation to maintain the information of any kind in Account accurate and precise.

3.2. Platform’s capacity is available for Merchant if the prepayment in conventional currency is available and shown on the balance. Any action or operation, except the access to the information, is possible only if there is a pre-paid plus balance and it is enough for specific action/operation. Once the balance of Account becomes zero or negative the Platform capacities become not available for the Merchant except the information and possibility to accept the virtual currencies from Customers and other specific features at the discretion of Platform.

3.3. All the invoices and other records of the operations/actions are available via account interface.

3.4. The specific features for virtual currency operations are as following. Merchant requires/order the Platform to accept the virtual currency from it’s Customer(s) according to the Platform’s rules and technical capacities/conditions. Once the virtual currency is accepted it is the Platform’s asset and Merchant is entitled only to the reimbursement of the value in conventional currency according to the Terms and conditions and other documents/information provided by the Platform.

Further technical details or information on specific operation may be available in Account interface and in the technical instructions for using the account.

Platform is not a party to the transactions between Merchant and Customer.

Platform reimburses the value of the virtual currency to Merchant within the time needed for the technical arrangement but not exceeding the 24 hours since the virtual currency is accepted by Platform. The time limits are applicable providing the operation/action is technically possible.

The amount of reimbursement in conventional currency for the virtual currency is defined once Merchant has sent the order to Platform to accept from Customer(s) the virtual currency. The amount of reimbursement shall be shown in Account interface and on the technical communication device interface WEB POS/KIOSK. The amount of reimbursement can be changed due to technical delays or other circumstances. Special notification shall be sent by Platform requiring to confirm the order to accept virtual currency.

All the records are kept and displayed in Account. The information in Account is the main source of information about virtual currency and the status of the value reimbursement.

3.5. Merchant may need to refund its Customers the value received for the goods and services. The platform is not a party of the refunds and other possible operations between Merchant and Customer and has no information about the reasons of refund.

If a refund is necessary, Merchant accesses Account. Following the technical instructions in Account interface or following the instructions of the technical support Merchant transfer the value equivalent to the refund to Platform. The platform buy/transfer the virtual currency to Customer. Refund is an extraordinary operation for Platform therefore all the details shall be arranged via the communication between Merchant and Platform.

Platform keeps the fee of the original transaction but does not charge extra fee for the refund if special arrangement is not agreed via communication between Merchant and Platform.

3.6. Merchant acknowledges that Platform on its own discretion can set its own technical and other arrangements for any action/operation and specifically for accepting the virtual currency from Customers.

3.7. The platform has no capacity to give and shall not provide any explanation, letters or answer any requests to third parties related to the transaction between Merchant and Customer. All the information related to the account, balance and account interface is strictly confidential. Both Platform and Merchant are responsible for the confidentiality.

Platform collects and keeps only necessary minimum of the information regarding the transaction between Merchants and Customers and only for its own needs and use. This kind of information may be used for the Anti Money Laundering procedures.

4. Fee

4.1. Platform charges the fixed fee for provision of the technical and other necessary communication between Platform and Merchant. The fee is chargeable on the monthly basis.

The fixed fees for communication are:

– Technical communication via WEB POS / POS 7 EUR per month or its equivalent on the day of invoice;

– Technical communication via KIOSK 10 EUR per month or its equivalent on the day of invoice;

4.1. The invoices shall be available in the account’s interface not later than 5 days after the chargeable period. The balance of the Merchant’s account shall be changed once the fee is deducted/received by the Platform.

It is the responsibility of the Merchant to have enough pre-paid balance available for maintenance of the account.

4.2. Besides the fixed fee for communication Platform charges a fee for each specific operation facilitated by Platform. The fee for specific operation is subject to the Tariff plan agreed with Merchant.

4.3.Merchant hereby expressly enables the platform to deduct its monthly fee for communication and the other fees at any step of the transaction.

5. The termination of operation and account closing.

5.1. If Merchant does not use Account on Platform for more than 60 days the account shall be closed by Platform. The prepaid conventional currency balance may be refunded to Merchant after all the outstanding fees and charges are deducted and received by Platform. If any extra costs are incurred by Platform Merchant shall be notified. The costs shall be deducted from the pre-paid balance. Hereby Merchant agrees to reimburse to Platform all the possible costs and enables Platform to deduct the fees, charges and costs.

5.2. Merchant shall provide the necessary bank details to Platform for repayments if it is necessary. If the communication is lost with Merchant Platform at its own discretion may or may not repay the remaining conventional currency amounts according to Merchant’s bank details available to the Platform on the day when the account is closed.

If the balance of the Account is negative Platform may at its own discretion close the account immediately and cease the technical communication between Merchant and Platform without prior notice.

5.3. Any specific operation/action may be denied by Platform if there is not enough balance. Once there is a fee due to be deducted of the balance and the operation/action affecting the balance is required, the fee has priority over any other balance changes.

6. Confidentiality and intellectual property rights.

6.1. If any other and/or additional terms and conditions are agreed between the Platform and Merchant those terms and conditions shall not be disclosed by any means by either parties to the third parties (other than Platform’s and Merchant’s affiliates). Any breach of confidentiality is considered to be a material breach of these General terms and conditions and agreement.

6.2. Merchant agrees and acknowledges that Platform owns all right, title and interest in the Platform’s website, trademarks, any software, technology or tools used by the Platform to promote, market, sell, generate or distribute its technical capacity (the Platform’s intellectual property).

Merchant shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare Platform’s intellectual property or any portion thereof, or use Platform’s intellectual property as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. Merchant shall not prepare any derivative work based on the Platform’s intellectual property. Merchant shall not translate, reverse engineer, decompile or disassemble the Platform’s intellectual property.

7. Disclaimer and limitation of liability

7.1. Platform provides the technical facilitation of the operations and therefore the Platform is not liable, not assuming any liability, not underwriting any liability related to virtual currency, to the conventional currency, to goods and services provided by the Merchant or any other related liability.

7.2. All the risks related to the virtual currency, conventional currency and the relations between the Merchant and Customer are accepted by the Merchant. The Merchant bears all the costs/losses/damages of any kind related to the operations/actions.

7.3. All the regulatory risks, including but not limited to any changes in the regulation, legislation, policies, official positions etc. or any other risks deriving from the actions of third parties are accepted by Merchant. Merchant bears the costs/losses/damages of any kind related to the regulatory risks. Platform may provide the necessary information on request of the Merchant however NO costs, losses or other payments shall be reimbursed/made by Platform related to the regulatory risks. The regulatory risk shall not cause any extra costs/losses/damages to Platform.

7.4. Except for indemnification obligations hereunder, in no event shall either party be liable or obliged to the other party or any third party in any manner for any special, incidental, exemplary, consequential, punitive or indirect damages of any kind regardless of the form of action, whether in contract, tort, negligence, strict product liability or otherwise, even if informed of the possibility of any such damages in advance.

7.5. Platform’s sole and complete liability to Merchant for any claims arising out of relating to these terms and conditions or any errors, omissions or misplacements shall be limited to the amount of fees paid to Platform. This limitation of liability shall apply to the maximum extent permitted by applicable law and notwithstanding the failure of any limited remedy.

Any claim arising out of relating to any error or omission must be made within one year of first communication on the issue. Otherwise the claim shall be deemed waived by Merchant.

8. The miscellaneous

8.1. Platform and Merchant are independent. Nothing in the agreement between Merchant and Platform shall be construed to create a joint venture, partnership, franchise, or an agency relationship between Platform and Merchant. Neither Platform nor Merchant has the authority to bind or commit to each other in any way without prior approval.

8.2. Merchant may not assign or transfer its rights or obligations under the agreement entered with Platform, whether by law or otherwise without Platform’s prior consent.

8.3. Any disputes, controversies or claims in connection with or arising out of the agreement between Merchant and Platform shall be settled by negotiations between Platform and Merchant.

Both Merchant and Platform shall be cooperative and accessible for negotiation.

If not settled any dispute shall be referred to Arbitration ad hoc under the rules agreed by Merchant and Platform. Both Merchant and Platform shall be cooperative for the formation of the Arbitration ad hoc.

If no ad hoc arbitration agreed within a reasonable time dispute shall be resolved by The Arbitration Court. Special agreement between Platform and Merchant shall be made on the dispute settlement and on the appointment of the Arbitration Court.

8.4. Merchant acknowledges that Platform is operating internationally and it is based on advanced technology, complicated technical arrangements which are not fully and clearly covered by the law in any jurisdiction.

Both Platform and Merchant are in business. Both Platform and Merchant expressly and independently represent and warranty that they are not subject to consumer protection law and regulation in any jurisdiction. Consumer protection laws are not applicable in any way to the agreement, actions, operations and other relations between Platform and Merchant.

Platform is not involved in the legal relations between Merchant and its Customers therefore no consumer protection laws are applicable to Platform. Merchant acknowledges the non-application of consumer protection laws to Platform, informs its Customers about it and does all the necessary steps in order no consumer rights are affected. All the costs/losses/damages related to consumer protection of Merchant’s Customers are paid or reimbursed by Merchant.

8.5. If there are any uncertainties arise Platform and Merchant shall take all the efforts to clarify them by communication and negotiations.

If it becomes absolutely necessary Merchant and Platform shall make specific agreement on the law governing the agreement. If no agreement is made the final source of regulation shall be considered the law of the Slovak Republic.