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Merchants Terms of Use

These General terms and conditions for use of the Website (“Terms”) are an agreement between you and The People’s SCE (hereinafter: “SCE”), and govern your use of the Website, unless any special function is accompanied by a separate license, in which case the separate license shall govern.

1. Introduction

BY ACCESSING OR USING THE WEBSITE YOU ACCEPT AND UNDERTAKE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT ACCESS AND/OR USE THE WEBSITE.

In mthese Ters, “Website” means the SCE’s website located at: https://ecredits.com/ or any of its subdomains or subpages (collectively, the “Website”). “User”, “you” or “your” refers to the person, company or organization that visits our Website, and “SCE”, “we”, “us” or “our” refers to The People´s SCE with limited liability a European Cooperative Society, registered office at 53 Boulevard Royal, 2449 Luxembourg, R.C.S. Luxembourg.

PLEASE NOTE THAT THESE TERMS GOVERN SOLELY YOUR USE OF THE WEBSITE AND DO NOT GOVERN ANY FURTHER ENGAGEMENT BETWEEN SCE AND YOU. INFORMATION ON THE WEBSITE ARE FOR YOUR GUIDANCE ONLY. BEFORE ANY FURTHER LEGALLY BINDING RELATIONSHIPS, WE WILL ENTER INTO SEPARATE AGREEMENT, CLEARLY STATING OUR SCOPE OF WORK AND OUR TERMS OF ENGAGEMENT.

2. Use of website

You are provided with access to this Website in accordance with these Terms. You agree to use the Website in a manner that does not cause harm to us, other users or third parties. We reserve the right to terminate or restrict your access to the Website without prior notice if you violate these Terms or if you abuse the Website or access the Website to an unusual extent. We are entitled to prevent access to the Website if we have reason to believe that you are engaged in illegal activity or compromise other users’ or our data security or privacy.

3. License to use the website

Through the use of the Website you are acquiring and SCE grants you a personal, limited, non-exclusive and non-transferable license to use the Website for your personal, non-commercial use. Your acquired rights are subject to your compliance with Privacy Policy and these Terms. Any commercial use is prohibited. Notwithstanding this prohibition you are allowed to use the Website in a non-modified form for the purpose of viewing.

4. Restriction of use

Your right to use the Website is limited to the license grant above, and you may not otherwise copy, display, seek to disable, distribute, perform, publish, modify, transfer, create works from, or use the Website or any component of it, except as expressly authorized by us as described in this section. Failure to comply with any of the provisions set forth herein may, at SCE’s sole discretion, result in the termination of your use of the Website and may also expose you to civil and/or criminal liability.

Unless otherwise explicitly permitted under these Terms or in writing by SCE, you may not:

  • use the Website and general information on the Website such as contact information, text, graphics, photos, videos, files, logos, data compilations, links, documentation, know-how, specifications materials, designs, and other features obtained from or through the Website (collectively, the “Content”) for any illegal, immoral, unlawful and/or unauthorized purposes;
  • use the Website and/or Content for non-personal or commercial purposes;
  • interfere with or violate other users’ rights to privacy and other rights, or harvest or collect personally identifiable information about users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Website and retrieve, index and/or data-mine information;
  • interfere with or disrupt the operation of the Website or the servers or networks that host the Website, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks;
  • take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us;
  • bypass any measures we may use to prevent or restrict access to the Website;
  • create a database by systematically downloading and storing all or any of the Content from the Website;
  • transmit or otherwise make available in connection with the Website any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
  • decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Website or any Content except to the extent explicitly permitted in these Terms or any applicable supplemental legal notices;
  • use any network monitoring or discovery software to extract information about usage, individual identities, or users;
  • copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of the Website or any Content, except to the extent explicitly permitted by us,
  • use the Website for any purpose for which the Website is not intended; and/or
  • infringe and/or violate any of the Terms.

We reserve the right to investigate complaints or reported violations of these Terms and to take any action deemed appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, IP addresses, and traffic information.

5. Reservation of rights

You have obtained a license to use the Website and your rights are subject to these Terms and Privacy Policy. You acknowledge and agree that all copyright, trademarks and all other intellectual property rights in all material or content supplied as part of the Website shall remain at all times vested in us or our licensors. You are permitted to use this material only as expressly authorized by us or our licensors. You acknowledge and agree that the material and content contained within the Website is made available for your personal non-commercial use only.

6. Intellectual property

The Intellectual Property Rights in Website and the materials on or accessible via it belong to SCE, its affiliates or its licensors. This Website and the materials on or accessible via it and the Intellectual Property Rights therein may not be copied, distributed, published, licensed, used or reproduced in any way (save to the extent strictly necessary for, and for the purposes of, accessing and using this Website). All logos and other trademarks belong to SCE, its affiliates or its licensors, and they may not be used, copied, modified or reproduced in any way without prior written consent from SCE and/or its affiliates or its licensors. All trademarks not owned by SCE are the property of their respective owners, and are used with permission. Nothing contained on this Website may be construed as a transfer or granting, by implication, estoppel, or otherwise, any right or license to use, reproduce, modify, any trademark or other Intellectual Property Rights or any part thereof. All rights not expressly granted herein are reserved. For these purposes “Intellectual Property Rights” includes the following, but is not limited to (wherever and whenever arising and for the full term of each of them): any patent, trade mark, trade name, service mark, service name, design, written works, audio-visual works, visual presentations, software, copyright, design rights database right, moral rights, know how, trade secret and other confidential information, rights in the nature of any of these items in any country, rights in the nature of unfair competition rights and rights to sue for passing off or other similar intellectual or commercial right (in each case whether or not registered or registrable) and registrations of and applications to register any of them.

7. Compliance with law

The Website may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding the Website and any actions conducted on or through the Website.

8. Indemnity

You agree fully to indemnify, defend and hold us, and our officers, directors, employees, agents and suppliers, harmless immediately on demand, from and against all claims, liability, damages, losses, costs and expenses, including reasonable legal fees, arising out of any breach of the Terms by you or any other liabilities arising out of your use of this Website, or the use by any other person accessing the Website using your computer and/or your Personal Information.

9. Links to third party websites

Our Website may include links to third party websites. If you use any links made available through the Website to reach other websites not maintained by SCE, you will leave our Website. The linked sites are not under the control of SCE and we are not responsible for the content of any linked site or any link contained in a linked site. The linked sites are governed by the terms and conditions of that site. We provide these links to you only as a convenience and the inclusion of any link does not imply recommendation, approval or endorsement by SCE of the linked website, nor does it imply that the linked website recommends, approves of, or endorses SCE.

Your access to, use of and reliance upon any such sites, services and content and your dealings with such third parties are at your sole risk and expense. You further acknowledge and agree that SCE shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused, by or in connection with use of or reliance on any services, content, products or other materials available on or through such linked sites or resource.

10. Availability and modifications

The Website availability and functionality depends on various factors, such as communication networks. SCE does not warrant or guarantee that the Website will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.

SCE reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently this Website (or any part thereof, including but not limited to the Content) without notice, at any time. In addition, you hereby acknowledge that the Content provided under this Website may be changed, extended in terms of content and form or removed at any time without any notice to you. In the event of modification, your continued use of the Website (or any part thereof) following such change shall be deemed to be your acceptance of such change. It is your responsibility to check our Terms regularly to determine whether the Terms have been changed. If you do not agree to any change to the Terms then you must immediately stop using the Website and must not access and/or use the Website. You agree that SCE shall not be liable to you or to any third party for any modification, suspension, or discontinuance of this Website or the Content included therein. You hereby agree that SCE is not responsible for any errors or malfunctions that may occur in connection with the performance of such changes.

11. Limitation of liability and warranties disclaimer

Except as expressly provided in these Terms, we make no representations and we disclaim any and all warranties of any kind, expressed or implied, to the fullest extend permissible under applicable law about the suitability, reliability, availability, timeliness and accuracy of the Information, Content, Third Party links made available on our Website for any purpose. Our Website, Information and related graphics are provided on “as is” basis, without warranty of any kind.

TO THE EXTENT LEGALLY PERMISSIBLE, THE WEBSITE AND THE CONTENT AVAILABLE THEREIN ARE PROVIDED ON AN “AS IS” BASIS. SCE WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE SITE AND/OR THE CONTENT AVAILABLE THEREIN.

The information we place on the Website may include inaccuracies or typographical errors. To the maximum extent permitted by applicable law, in no event shall we be liable for any direct, indirect, punitive, incidental, special, consequential damages, loss of use, data, profits, goodwill or reputation, personal injury or expense of any nature, arising out of or in connection with

(i) your access and use of the Website

(ii) your inability to use the Website

(iii) any information or Content contained on the Website

(iv) any your information or material transmitted over the Website; whether based on contract, tort, negligence, strict liability or otherwise.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages; therefore, the above limitation does not apply to users in such jurisdiction. If you are not satisfied with the Website or if you do not agree to these Terms, your only and exclusive remedy is to stop accessing/using our Website.

12. Feedback

In connection with Your use of the Website You may provide us with suggestions, ideas, reviews, comments, and questions or other information and/or material regarding the Website (“Feedback”). After providing the Feedback to us you continue to retain any Intellectual Property Rights to the Feedback that you may have and you grant us and our partners a worldwide, perpetual, irrevocable and royalty-free right and license to use, copy, amend, modify, translate, further develop and make derivative works of the Feedback. You acknowledge that you also give to us, without charge, the right to commercialize your Feedback in any way and for any purpose. We have no liability for any loss or damage suffered by you as a result of the disclosure or use of such Feedback.

You agree not to provide us with Feedback that is subject to a third-party license that requires us to license the Website or the material contained therein to third parties because we include your Feedback in the Website. Further, we do not solicit or wish to receive any Feedback from you that is deemed confidential or proprietary, unless specifically so requested by us. Any Feedback that you submit to us will be deemed non-confidential or non-proprietary, unless we have specifically stated otherwise. We are not responsible for Feedbacks of third parties or any materials that are provided by you and/or third parties.

13. Termination and right to refuse

SCE reserves the right to refuse the access to Website to anyone at any time. We may cease providing you with all or part of access to Website at any time for any reason, including, but not limited to, if we reasonably believe that:

(i) you have violated our Terms,

(ii) you create risk or possible legal exposure for us; or

(iii) our provision of the Website to you is no longer commercially or socially viable.

We will make reasonable efforts to notify you about the termination through the e-mail address provided by you the next time you contact us.

14. Governing law, dispute resolution

Any dispute between the parties will be governed by these Terms in accordance with the laws of UK common law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. All disputes or claims arising out of or in connection with these Terms, including but not limited to its breach, termination, validity, nullity or any other disputes or claims arising out of or in connection with these Terms, Website, will be subject to the exclusive jurisdiction of the courts of England and Wales.

 

15. Miscellaneous

Entire Agreement
These Terms together with Website Privacy Policy and any other legal notice published on our Website govern our relationship with you and concluded agreement for the use of Website.

No Waiver
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future.

Force Majeure
SCE shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

Severability
If any provision of the Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.

Assignment
We may transfer, assign or delegate the Terms and its rights and obligations without consent.

Collection of data
For the collection of data and the use of cookies, please refer to our Privacy Policy.

16. Contact and complaints

If you need to contact us in relations to these Terms, Privacy Policy or any other legal documents, please email us at privacy@ecredits.com.

©The People’s SCE (October 2021)

Affiliate Programme T&C

AFFILIATE PROGRAM

This document represents the terms & conditions for your participation in The People’s SCE Affiliate program (“Program”). This Program represents an agreement entered into by and between SCE and you as the applicant to the Program or the Ambassador of SCE upon applicant being accepted as such. Before applying to the Program, you are required to read, agree with and accept all of the Policies mentioned in these Terms (including the General Terms), and provide us with information we may request from you for the purposes of this program.

SCE provides software applications, accessible through mobile devices (eWallet app) or through website (WebPortal) that function as a non-custodial wallet for cryptocurrencies on the eCredits blockchain using ECS as its native token. User can choose between two types of profiles: Consumer and Business Profile. Users with the Consumer profile can use the eWallet app to purchase goods and services from the Merchants with Business profiles.

The goal of the SCE is to add more Merchants to its network of users and therefore wishes to enable the Ambassador under this Program to introduce Merchants to the SCE to support the SCE’s goal to grow its network of users.

Your participation in the Program is to present Business profile and other SCE services to new Merchants and to receive a Finder’s Fee from subscriptions, products and services purchased by Merchants under the conditions set out in this Program.

By signing up for the Program, you acknowledge your acceptance of these Terms.

DEFINITIONS

Unless otherwise indicated, all capitalized terms in this document shall have the meaning assigned to them in the General Terms, Merchant Terms or other Policies:

“Ambassador” means an applicant to the Affiliate Program, who has successfully fulfilled the requirements in provision 2.4. of this Program;
“Affiliate subscription” means a subscription fee in accordance to provision 2.4. of this Program for applicants, whose applications to the Program were successful;
“Business profile” means a set of Merchant-centric web applications based on paid subscription model allowing access to advanced functionalities to interact with Merchant’s customers through various additional applications such as Web Portal, Cashier App, eActivity Program and other SCE technologies, APIs, Third-party programs, loyalty and reward systems & services as provided in SCE Merchant Terms;
“Merchant subscription date” means the date on which the Merchant registered the Business profile and paid the Merchant subscription fee;
“Merchant subscription” means the fee that the Merchant paid to SCE for establishing the Business profile;
“eCredits Academy” online courses, available on the domain: academy.ecredits.com, where the Ambassador applicant receives detailed information of the Program;

“Finders Fee” Ambassador’s reward for every Merchant who has purchased a correlating Business profile and paid the Merchant subscription, as set up in this Program.
“Policy” refers to General Terms, Merchant Terms, Privacy Policy, terms and conditions of specific services and other applicable policies that have been provided or made available to you, including through publishing on the Website, WebPortal, eWallet App or other connected Third-Party apps.
“Territory” means the countries, where SCE offer its services and the Ambassadors are allowed to present SCE’s services to Merchants
“Ambassador” or “You” means an Ambassador under the General Terms and for the purposes of this Program, an applicant to the Program as set in section 2. of this Program.

1. SUBJECT

1.1. Subject to the terms and conditions of this Program, the SCE hereby engages the Ambassador, and the Ambassador accepts such engagement, to provide the following:

a) introducing Merchants to the SCE’s WebPortal and eWallet app and SCE’s services for Merchants and to support the SCE’s goal to grow its network of users;
b) to use its best efforts, consistent with good business practice, in consultation with the SCE, to promote and advance the interests of the SCE in general, and in particular with regard to the SCE Services throughout the Territory.

2. APPLICATION TO THE PROGRAM

2.1. Each Ambassador applicant must apply to the Program with an application, available on the Website. Upon the receival of an application, the SCE may impose additional questions or request additional evidence in relation to the Program.

2.2. SCE has absolute discretion and reserves the right to approve or reject any application for the Program without any reason. Each applicant to the Program has no legal claim against SCE upon its decision to choose the applicants for the Program.

2.3. By applying to the Program, each Ambassador applicant undertakes/acknowledged to:

agree, understand and comply with this Program, General Terms, Merchant terms, Privacy policy, other Policies and any other additional documents related to the above;

  • be at least 18 years of age; In countries, in which 21 (or other) years of age is seen as the age of legal majority, the legal provisions apply.
  • be lawfully permitted to perform by the Program;
  • be a person who can enter into legally binding contracts;
  • be a resident of a country within the Territory where SCE provides Services.

2.4. In the event that an Ambassador’s application is successful, such Ambassador must complete the eCredits Academy and pay the annual Affiliate subscription fee on the Webportal to become eligible for the Program as an Ambassador.

 

3. AMBASSADOR’S ROLE AND OBLIGATIONS

3.1. No Representation: Upon successful application to the Program, the Ambassador shall be authorized to introduce the Merchant to the SCE under this Program terms. The Ambassador shall by no means be authorized to act as representative for the SCE, nor to bind the SCE in any manner. The Ambassador is, and shall be at all times, an independent entity and not an employee, underwriting agent, representative, partner or forming a joint venture of the SCE. The Ambassador shall not hold itself out as such and shall not make any assertion that could lead any of the Merchants or their representatives to believe that the Ambassador is an employee, underwriting agent, representative, partner or in joint venture of the SCE.

3.2. No Exclusivity: This Agreement is not exclusive as to either party (Ambassador and/or SCE), is not exclusive for any Territory whatsoever, and the Ambassador shall be free to perform similar services for other parties, and the SCE shall be free to engage others to introduce the SCE to potential Merchants.

3.3. The Ambassador hereby undertakes, acknowledges and agrees:

(a) to inform himself about the Ambassador´s status; plans; efforts to introduce Merchants and review day to day matter on the Webportal and eCredits Academy;

(b) to solicit the SCE’s written approval prior to any advertising and/or marketing relating to the SCE Services;

(c) to adhere to and implement the SCE’s standard practices as provided by the SCE;

(d) to keep within the limits set in the eCredits Academy or instructions received from SCE elsewhere and not to provide any information, misinformation or promises to any third party, including but not limited to Merchants, that are inconsistent with the instructions given in the eCredits Academy or that are expressly prohibited by the SCE.

4. FINDER’S FEE

4.1. The Ambassador shall be rewarded for every successfully onboarded Merchant who has purchased a correlating Business profile and was invited by the Ambassador through the use of the “Invite feature”, under the following conditions:

a) the Ambassador is eligible for the Program in accordance with provision 2.4. of this Program;

b) the Merchant is introduced by the Ambassador to the SCE and the SCE enters into a valid and binding agreement with the Merchant upon payment of the Merchant Subscription; and

c) the Merchant has not previously contacted, been contacted by, or introduced to the SCE or affiliated companies of the SCE with respect to a possible transaction/engagement similar to those envisaged by this Program.

(hereinafter: “Finder’s Fee”)

4.2. The SCE shall have the right, in its sole discretion, not to enter into a contract with a Merchant for any reason or no reason, in which case the Ambassador shall receive no Finder’s Fee with respect to such Merchant.

4.3. Finder’s Fee is calculated as follows:
a) 100 EUR worth of ECS for each new paid Merchant Subscription and registered Business Profile, as a one time payment on the Ambassador’s ECS Address;
b) 20% of Transaction fees paid by the Merchant, onboarded by the Ambassador, to SCE for the use of the Merchant Services, for the period of 12 months, starting from the Merchant Subscription date.

4.4. It is the responsibility of the Ambassador to determine what, if any, taxes apply to any Finder’s Fee the Ambassador receive, and it is the responsibility of the Ambassador to collect, report and remit the correct tax to the appropriate tax authority. The SCE is not responsible for determining whether taxes apply to your Finder’s Fee, or for collecting, reporting or remitting any taxes arising from any Finder’s Fee. The Ambassador hereby agree to comply with any and all applicable tax laws in connection with the use of the Program, including without limitation, the reporting and payment of any taxes arising in connection with the Finder’s Fee made through the Program.

5. AMBASSADOR’S EXPENSES

5.1. All expenses incurred by the Ambassador in or related to this Program, the exercise of rights granted hereunder, or the performance of the Ambassador’s obligations hereunder (e.g., required travel hereunder, participation in shows, etc.), except as specifically provided herein, shall be borne solely by the Ambassador without any additional consideration, reimbursement, or recoupment of any kind from the SCE.

5.2. The SCE agrees, in order to facilitate the development of the Ambassador’s efforts, to provide the Ambassador with the appropriate code of conduct, photographs, brochures, or other (marketing) materials that the SCE may have. The Ambassador may only use these materials for promotional purposes after consultation with and prior written approval of the SCE.

6. CONFIDENTIALITY

6.1. Except as otherwise permitted by the following sentence, the Ambassador (and an applicant to the Program) shall not, without the prior written consent of the SCE, disclose or use for its own benefit any Confidential Information. Notwithstanding the foregoing, the Ambassador (and applicant) is permitted to (i) disclose Confidential Information to the extent specifically authorized by SCE in writing, and the Ambassador shall take all such action as is necessary or desirable in order to ensure that each of the persons or entities to whom disclosure is authorized maintains the confidentiality of any Confidential Information that is so disclosed, and (ii) disclose Confidential Information to the extent, but only to the extent, required by mandatory law.

6.2. The Ambassador shall ensure that its employees and/or contractors shall be bound with comparable and reasonable non-disclosure agreements.

6.3. Upon termination for any reason, the Ambassador shall return to the SCE all Confidential Information which has previously been delivered to the Ambassador (whether in paper form, electronic form or other format). Upon request of the SCE, the Ambassador shall confirm in writing that all Confidential Information has either been returned or destroyed.

7. OWNERSHIP OF WORK PRODUCT

7.1. The Ambassador shall disclose in writing and deliver to the SCE any and all texts, data, images, audiovisual works, and other works, documents and materials of any kind, including interim or partial copies or versions thereof, of or relating to the services performed by the Ambassador hereunder, whether patentable, copyrightable or otherwise subject to protection, conceived of or developed by the Ambassador or its employees or agents during term of this Agreement (collectively the “Works”). The Ambassador hereby irrevocably assigns to the SCE, its heirs, successors and assigns, all right, title and interest in or to such Works, which shall be the sole and exclusive property of the SCE. The Ambassador shall have no right to use any such Works for any purpose whatsoever other than what is approved by the SCE for the performance of this Agreement.

8. USE OF RIGHTS

8.1. The Ambassador shall only use the Intellectual Property Rights for the purposes authorized in this Program and, in particular, shall not:

(a) use the Trademarks in any way which would tend to allow them to become generic, lose their distinctiveness, become liable to mislead the public; or

(b) use the Intellectual Property Rights in any way or do any act which may be materially detrimental to or inconsistent with, the good name, goodwill, reputation and image of the SCE or associated with the Intellectual Property Rights in the Property or the Property or any products made by, or for, the SCE, any trade marks, copyright works or properties as may exist from time to time owned by or licensed to the SCE or in any way not permitted or otherwise inconsistent with this Agreement or any of the limitations set forth herein.

9. REPRESENTATIONS AND WARRANTIES

9.1. The Ambassador covenants, represents and warrants to the SCE that the Ambassador:

(a) has and will maintain licenses, permits and other authorizations required by applicable laws, rules or regulations in order to perform the services hereunder;

(b) shall conduct its activities in connection with its engagement hereunder in compliance with all applicable laws, rules and regulations;

(c) shall not knowingly do or omit to do anything directly or indirectly prejudicial to the interests of the SCE or to the SCE’s contractual relationships with any third parties.

(d) shall not issue or permit to be issued without the prior written consent of the SCE any advertising or publicity material or press release a) in general and/or b) containing details of this Program;

(e) shall be available to the SCE for consultations with respect to matters arising out of this Program and shall keep the SCE informed of its whereabouts and contacts from time to time and shall upon request send to the SCE copies of all relevant correspondence and other documents, including documents and matters relating to the performance of the Ambassador’s duties under this Program;

(f) shall not sell or deal for its own account or on behalf of third parties in the SCE products or in any goods similar to the products;

(g) shall not institute any proceedings in respect of or compromise a dispute arising between the Ambassador and/or the SCE (on the one hand) and any third party (on the other) relating to the Intellectual Property Rights;

(h) shall not in any way pledge the credit of the SCE or make any representation or give any warranty on behalf of the SCE or hold itself out as the SCE’s Ambassador other than in accordance with the terms of this Program and shall not enter into any contracts on behalf of the SCE or bind or attempt to bind the SCE in any way;

(i) shall not intentionally or negligently harm, misuse or bring into disrepute the SCE or its services and shall comply with provision 3. set out in these terms.

9.2. Ambassador understands and acknowledges that any violation of the warranties from provision 9. or other provision in these terms can cause irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that the SCE shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as the SCE shall deem appropriate. Such right of the SCE is to be in addition to the remedies otherwise available to the SCE.

9.3. In the event of a breach of the Ambassador’s warranties set out in Provision 9 of this Program, SCE may immediately terminate the relationship with the Ambassador under this Program and revoke Ambassador’s Finder’s fee, entitlements, bonuses and other rights granted to the Ambassador.

9.4. If the Ambassador provides any misinformation or information and promises to any third party, including but not limited to Merchants, that are in direct violation with the instructions given by the SCE about actions that are expressly prohibited, the payable compensation for breaching this provision is minimum 25.000,00 EUR, which should be settled within 30 days upon the receipt of SCE’s claim by the Ambassador. The SCE can choose to charge for the actual or real harm suffered by the breach of these terms by the Ambassador. In addition, the Ambassador shall lose any given rights, bonuses, rewards, Finder’s fee or any similar rights given by the SCE.

10. INDEMNITY

10.1. The Ambassador and its successors and assigns hereby undertake to fully and effectively indemnify, hold harmless and defend the SCE and its parents, subsidiaries, affiliates, directors, officers, employees, investors, representatives, agents and any successors and assigns (with legal counsel acceptable to the SCE), from and against all suits, actions, losses, demands, third party claims, liabilities, damages, costs and expenses (including, without limitation, settlement costs, and reasonable legal fees, accounting and other expenses and VAT on the same) (directly or indirectly) arising out of any breach of or claim inconsistent with any of the Ambassador’s warranties, covenants, obligations, representations or any other breach by the Ambassador of its obligations. In connection with any claim or proceedings giving rise to indemnity hereunder, the Ambassador shall not, without the prior written consent of the SCE, have the right to settle or effect compromises in respect thereof. Furthermore, the SCE, at its sole cost and expense and upon written notice to the Ambassador, may either assume or participate in the defense of any such claim or proceeding with counsel of its own choice.

11. TERM AND TERMINATION

11.1. Term. This Program commences on the day of your application to the Program and shall continue unless and until terminated.

11.2. Termination. Either Party may terminate this Agreement upon giving the other Party with prior written notice of such termination, effective immediately.

Survival. Upon such termination, all rights and duties of the SCE and the Ambassador towards each other shall cease except for sections 6.-10., and 12 of this Program.

11.3. Upon termination of this Agreement:

(a) the Ambassador shall cease to act under this Program and shall not hold itself out as the SCE’s representative;

(b) the Ambassador shall return to the SCE (or its authorized representative) any and all materials in its possession or control which were supplied to it by the SCE or which incorporate or reproduce any rights in any way within 10 days of the date of termination;

11.4. No refund. In the event that the SCE’s relationship with the Ambassador is terminated due to the Ambassador’s breach of the rules and provisions of this Program, the Ambassador’s previous payments of subscription or other payments shall not be refunded and the Ambassador’s status as an Ambassador shall be terminated immediately. However, if the Ambassador terminates his/her relationship with SCE, he/she may continue to enjoy all the benefits of this Program for as long as his/her subscription lasts. In any event, SCE will not refund any subscriptions paid.

11.5. Termination of this Agreement shall be without prejudice to the rights of each Party in respect of any antecedent breach by the other.

11.6. Upon and after the expiration or termination of this Agreement, all rights and powers given to the Ambassador hereunder shall immediately revert to the SCE. Upon and after such expiration or termination of this Agreement for whatever reason, the Ambassador shall forthwith refrain from further reference, direct or indirect, to any such rights and powers.

12. PRESS RELEASE

12.1. Neither party will issue a press release about this relationship without the other party’s written approval and consent. The Ambassador shall not directly or indirectly issue or permit the issuance of any further press release or any other publicity regarding, or make any public statements concerning the SCE, or any other matters regarding this Program without prior coordination with and written approval by the SCE, which may be granted or withheld in the SCE’s sole discretion. Except and only to the extent specifically permitted under this Program or by an explicit prior written consent of the SCE, the Ambassador shall not acquire any right under this Agreement to use, and shall not use the People’s SCE or the name of any other Partner of the SCE (either alone or in conjunction with or as a part of any other word or name) or any fanciful characters or designs of the SCE in any advertising, publicity or promotion or other disclosures, or to express or imply any endorsement of the SCE’s products or services, or for any purpose whatsoever.

13. NO ASSIGNMENT OR SUBLICENSE

13.1. This Program and all the rights and duties hereunder are personal to the Ambassador and may not, without the prior written consent of the SCE, be assigned, mortgaged, sublicensed, delegated or otherwise encumbered by the Ambassador or by operation of law.

14. MISCELLANEOUS

14.1. Modifications. We may modify the terms of this Program, any Policy, or the features of the Service at any time. We will notify you of any updated provision by posting it to our Website or otherwise communicated to you if/as needed. Any change to a Policy will be effective upon the earlier of posting to our Website or when otherwise communicated to you. Any other change to these Terms will be effective 14 days after the earlier of the date of posting to our Website or of your receipt on your provided email regarding the change.
14.2. Entire Agreement. This Program (together with the Policies and all documents it refers to) constitutes the entire agreement and understanding between the parties hereto and terminates and supersedes any prior (oral or written) or contemporaneous agreement or understanding relating to the subject matter hereof between the parties regarding the matter in question.

14.3. No joint venture. This Program shall not be construed as creating a partnership, joint venture, employer-employee relationship, or similar relationship for any purpose whatsoever. Except as expressly provided herein, neither party may be held liable or responsible for the acts of omission of the other Party.

14.4. Notices. Any notice to be given under this Program shall be provided on the Website or on the provided email of each Party. For any notices from the Ambassador to SCE regarding this Program, the Ambassador must write to: support@ecredits.com.

14.5. Governing Law; Venue. The agreement under this Program is governed by and construed and enforced in accordance with the substantive laws of Luxemburg excluding its conflict of laws rules. Any dispute relating in any way to your use of the Service or these Terms will be exclusively adjudicated in the jurisdiction of the courts of Luxemburg City, Luxemburg.

14.6. Contact. If You need to contact us in relations to this Program please email us to through customer service.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS PROGRAM AND THE POLICIES AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN AND BY USING OUR SITE YOU EXPRESSLY CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS AND GRANT US THE RIGHTS SET FORTH HEREIN.

SCE, February 2022

Merchant Terms of Service

The following supplementary terms and conditions are applicable to Merchant users:

Merchant Terms of Service

ver. 3.0
Last updated: 10. 3. 2022

1 Background

These Merchant Terms of Service (hereinafter: “Merchant Terms”) form an integral part of General Terms of Service (hereinafter: “General Terms”) and shall be read and interpreted in connection therewith. All provisions in General Terms of use apply here, unless otherwise specified differently with these Merchant Terms.

These Merchant Terms set out the terms and conditions for Users who are the holders of a Business Profile on which the Merchant Services described in section 5 below are provided. The Merchant Terms, along with the General Terms, Privacy Policy, Fee Schedule and any other applicable Policy, form a legal agreement (the “Agreement”) between you – the Merchant and SCE relating to Merchant Services.

Before you use the Merchant Services, you are required to carefully review all the Policies and terms and conditions comprising the Agreement as it governs your obligations to us and our obligations to you in relation to the provision of Merchant Services by us to you. The provisions in the General Terms that apply to all Users apply equally to all Merchants, in particular, and not limited to, the provisions/section regarding: Risks, Prohibited Transactions, Security, Term and Termination, Confidentiality, Data Protection, Intellectual property rights, Representations and warranties, Disclaimer of Warranty, Limitation of Liability, Indemnification and other provisions in the general terms.

Some of our Merchant Services are subject to fees now or in the future, including the Transaction Fees that are charged for each User-Merchant Transaction. Details of the Transaction Fees and other fees payable for your use of the services can be found in section 9 and in the Fee Schedule.

BY CLICKING ON THE “I AGREE” OR A SIMILAR AFFIRMATION ON THE REGISTRATION PAGE ON THE WEBSITE, OR BY ACKNOWLEDGING ACCEPTANCE OF THE AGREEMENT BY ANY OTHER METHOD ALLOWED, OR BY USING OR ACCESSING OUR SYSTEM AND SERVICES DESCRIBED BELOW VIA WEB OR MOBILE APPLICATION, YOU (ON BEHALF OF YOURSELF AND THE BUSINESS YOU REPRESENT) ACKNOWLEDGE AND AGREE THAT: (I) YOU HAVE REVIEWED AND UNDERSTAND THE AGREEMENT; (II) YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT; AND (III) YOUR USE OR USE OF THE ENTITY YOU REPRESENT OF OUR SYSTEM AND SERVICES DESCRIBED BELOW WILL BE GOVERNED BY THE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU MAY NOT USE OR ACCESS THE MERCHANT SERVICES.

2 DEFINITIONS

In these Merchant Terms, unless otherwise stated below, all capitalized terms shall have the meaning assigned to them in the General Terms of Service, and shall have the meaning assigned to them here throughout this entire document, unless explicitly mentioned otherwise:

“Administrator”: means an appointed person by the Merchant, who shall have access to available features and information on the Web Portal and eWallet App. The Administrator can appoint other persons and/or employees of the User to use some of the features and access some of the information available. The Administrator has the role “Owner” in the Web Portal.
“Agreement” or “Terms” means a legally binding contract constituted between Parties under the provisions of these Terms.
“Business Profile” means a set of Merchant-centric web applications based on paid subscription model allowing access to advanced functionalities to interact with Merchant’s customers through various additional applications such as Web Portal, Cashier App, eActivity Program and other SCE technologies, APIs, Third-party programs, loyalty and reward systems & services as provided in these SCE Merchant Terms;
“Cashier App” an application that allows cashiers to generate QR codes for handling transactions. This application is described in section 5.1;
“Fee Schedule” means a document, which determines the payable rates of User-Merchant transactions and other fees and represents an integral part of these terms.
“Fees” means any fee for Merchant Services that are subject to payments as specified in section 9. of there terms and the Fees Schedules as published within the services or by any other agreement that you have entered into with us;
“KYC/AML” means a regulatory set of measures and procedures to verify the identity, suitability, and risks involved with maintaining a relationship with customers and business partners and to identify transactions which present increased risk for disguising illegally obtained funds as legitimate income.
“Merchant Marketing Information” means marketing information relating to the Merchant available to Users in eWallet App;
“Merchant Services” means any services provided by SCE under these Merchant Terms and General Terms, including the products and services as described further in section 5. of these Merchant Terms, and any other service as agreed between the parties from time to time;
“Merchant Subscription” means a yearly fee to continue to use the Merchant Services, as described more in detail in section 9.;
“Point of Acceptance” refers to any business location that accepts User-Merchant Transactions.
“Policy” refers to General Terms, Merchant Terms, Privacy Policy, eActivity program, terms and conditions of specific services and other applicable policies that have been provided or made available to you, including through publishing on the Website, Web Portal, eWallet App or other connected Third-Party apps.
“SCE” means The People´s SCE with limited liability, a European Cooperative Society, registered office at 53 Boulevard Royal, 2449 Luxembourg, R.C.S. Luxembourg;
“Set-up Fee” means the onetime set-up fee shown in the Merchant Fees Schedule payable by you to us as described in more detail in section 9.3.;
“Transaction Fees” means fees collected on any User-Merchant Transaction or any ECS Transaction, being a percentage of each transaction, as described in more detail in provision 9.2.
“Web Portal” a web-application which allows Users to login via a browser and access their information, as the meaning is set out in section 5;

In the event of any conflicts between the General Terms of Service and the terms in these Merchant Terms set forth below, the terms in these Merchant Terms shall prevail.

3 ELIGIBILITY

3.1 Your use of the Merchant Services is dependent on your capability to use our software, your acceptance of Policies and other terms and conditions associated with it, your holding of a valid Business Profile, your approval by SCE and conditioned upon your payment of the applicable fees to us. We will determine at our sole discretion whether you will be approved to use the Merchant Services.

3.2 Merchant Services are not available to:
(a) minors;
(b) persons who are suspended from any of our services;
(c) persons who are not lawfully permitted to use our Merchant Services;
(d) persons who cannot enter into legally binding contracts;
(e) residents of any country where we do not provide the Merchant Services;
(f) persons who are not entitled to represent the business registered to use the Merchant Services; or
(g) persons whose business or related persons is on the sanction list of European Union or that of the United States.

3.3 To use the Merchant Services, you are required to:
(a) read all Policies and other documents comprising the Agreement and agree to be legally bound by them;
(b) register for a Business Profile as described in more detail below by providing complete and accurate business information;
(c) your business, trade or profession must be established and authorized to operate in one of the countries that we support as disclosed in our Policies and/or on our Website;
(d) be either the beneficial owner or a legal representative of the company that is associated with the Business Profile and appoint an eligible Administrator;
(e) pay the Set-Up Fee, Transaction Fees, yearly Maintenance fee and other fees in accordance with the Fee Schedule.

3.4 Using the Merchant Services also requires you to use a compatible device. Based on “bring your own device” we allow the software to be run while all devices used by you must comply with the applicable standards established by SCE. We do not warrant that Merchant Services will be compatible with your device.

3.5 If you do not meet our eligibility requirements, you may not be able to access to and/or maintain a Business Profile with us or your use of the Merchant Services will be limited or denied.

4 BUSINESS PROFILE

4.1 Upon registering for an Account, you must create a Business Profile as a Merchant through the Web Portal, if you have any intention to use our Service for commercial purposes, or if you are receiving payments for or in connection with any business activity. To use the Business Profile, you must agree to these Merchant Terms and other terms, set out in the General Terms.

4.2 You can create one or more Business Profiles. Each Business Profile represent a separate business the Merchant is offering to Users. Merchants can manage one or more online and/or physical stores from one Business Profile.

4.3 Each Business Profile creates and is associated with one seed phrase and at least one private key. Loss of your Seed Phrase/Private Key can mean the loss to your Assets. Loss of Seed Phrase shall have the consequences set out it the General Terms.

4.4 You can add physical and online stores in each of your Business profiles to create and accept User-Merchant Transactions. Each store that accepts User-Merchant Transactions is associated as a Point of acceptance.

5 DESCRIPTION OF MERCHANT SERVICES

5.1 In addition to the services provided according to section 5. “Description of merchant services” and section 6. “eWallet app” of the General Terms, the Merchant services consist of the following set of service modules and applications:

a) Web Portal. Web Portal is a web-based application that allows you to manage your Business Profile, Points of Acceptances, subscriptions, user management and your Business data. You can access additional business-related functionalities, such as Business reports, marketing functions, and others.
b) Cashier App. Cashier App is a dedicated app and functionality for cashiers to create QR codes which represent a transaction to smart contract on the eCredits Blockchain. This QR code enables initialization of User-Merchant Transactions from Users to Merchants with Business Profiles;
c) eActivity Program. The eActivity program is a reward system which uses ACT – eActivity tokens. This reward program is embedded in the smart contract of User-Merchant Transactions. By using our Services, you automatically participate in the eActivity Program;
d) Other SCE technologies, APIs, Third-party programs, loyalty and reward systems & services.

5.2 Merchant Services may be accessed upon finalizing registration of your Business Profile and payment of our receipt of the Set-up fee in accordance with the Fee schedule.

5.3 Merchant Services may be amended, modified and changed during the term of these Terms, unless stated otherwise herein. Our Merchant Services also include any other service we may provide in the future and which may be at a later stage available to Merchants. For the use of additional services, you may have to accept additional terms and conditions as notified to you when you are ordering or using such services. If you are in any doubt about whether or not additional terms and conditions apply to your activity, you should contact customer service.

5.4 Our Role. Except for our limited role offering the services of a non-custodial wallet on the eCredits blockchain, you acknowledge and agree that we do not operate as a payment intermediary and we do not function as a seller, buyer, dealer, middleman, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent or merchant of Merchant Product and are not a party to any sales contract between Users. In relation to User-Merchant Transactions any legal relations are exclusively between you as a Merchant and other Users. We make no representations or warranties and do not ensure the quality, safety or legality of any Merchant Product, as well as not guarantee performance by or on behalf of any User.

6 GENERAL REQUIREMENTS FOR MERCHANTS

6.1 Compliance with Rules. You shall comply with our Policies and instructions as published on our Website or otherwise provided or made available to you from time to time. By using the Merchant Services, you agree to follow all the Policies and Instructions.

6.2 You shall be solely responsible, where applicable, for obtaining any necessary consent for the collection, use, disclosure and transfer of personal data from Consumers or business data of other Merchants. It is not our responsibility to ensure that the personal data is protected against misuse and loss, or unauthorised access, modification or disclosure.

6.3 You agree to provide us with all reasonable assistance and co-operation necessary to enable us to fully implement and provide the Merchant Services as well as the services we provide under the General Terms of Service.

6.4 It is your responsibility to provide correct and non-misleading Merchant Marketing Information. You shall actively manage the Merchant Marketing Information in your Business Profile and ensure that your Merchant Marketing Information remains full, accurate and up-to-date, and also conduct marketing activities using the up-to-date Merchant Marketing Information to increase your visibility and digital foot traffic in the eWallet App in accordance with instructions from us.
6.5 Under no circumstances shall the Merchant make his seed phrase available to any third party, the SCE or any other person. The Merchant is solely responsible for the safe-keeping of his seed phrase. The SCE takes no liability for funds lost due to mismanagement of the seed phrase.

7 MERCHANT ONBOARDING AND APPROVAL PROCESS

7.1 Merchant onboarding and approval processes will usually be carried out through the Web Portal by following the relevant instructions.

7.2 As part of the onboarding process, you are required to provide accurate information in order to create an Account in accordance with the General Terms of Service and complete the registration. In order to successfully create a Business Profile for a company you need to be legal representative or beneficial owner of the company or have proper authorisation.

7.3 In connection with the Merchant Business Profile, you must provide your business information for Users. This information may include:
(a) Legal entity name;
(b) Business email address;
(c) Website
(d) Registered office;
(e) Business address;
(f) Registration number;
(g) Country of registration;
(h) Tax ID/VAT number;
(i) Other information required on the Webportal.

7.4 You agree to cooperate with all requests made by us or any of our Third-party service providers on our behalf in connection with your Business Profile, to identify or authenticate your identity. This may include, but not limited to, asking you for further information that will allow us to reasonably identify you, including requiring you to take steps to confirm ownership of your phone number or verifying your information against third party databases or through other sources. We may also require you to provide additional information to verify your identity as a condition of providing the Merchant Services to you. We may confidentially verify the information you provide us with or obtain information on you, ourselves or through third parties from secure databases. By entering into the Agreement, you confirm that you consent to us or a third party on our behalf carrying out such verifications. While we may take steps to verify the identity of our Users, we cannot and do not guarantee any User’s identity. You are solely responsible for taking appropriate steps to verify the identity of other Users of our services with whom you transact business. Please note that neither the SCE nor reliable third party providers will ever ask you for your private key or seed phrase!

7.5 Each Business profile is linked with one legal entity and is subject to fees in accordance with the Fee Schedule. If you own multiple separate companies or legal entities, you must create a Business profile for each legal entity. One legal entity can have multiple stores with one Business profile. To accept User-Merchant Transactions with multiple Businesses, you can use the eWallet App or the Cashier App.

7.6 You may only open a Business profile and use the Merchant Services if it is legal to do so in your country of residence. By opening a Business Profile, you represent and warrant to us that your opening of the Business Profile does not violate any regulatory requirements applicable to you.

7.7 All information you provide during the sign-up process or any time thereafter must be accurate and truthful. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information. We shall not be liable for any damages arising out of your failure to maintain up to date information. You can change most of your User Account information in Web Portal.

7.8 By registering for or using the Merchant Services you confirm that you did not rely on any oral or written representations made by SCE employees and/or any of its Partners and that you chose the service based on your own due diligence and consideration.

8 USER-MERCHANT TRANSACTIONS

8.1 You may use your Business Profile for commercial and business uses to execute User-Merchant Transactions from Users for the purchase or lease of content, goods or services sold by you resulting in the transfer of the agreed amount of ECS. In addition you can use the service as a non-custodial cryptocurrency wallet for crypto assets that are provided. SCE reserves the right to add or remove various crypto assets and blockchain protocols from the cryptocurrency wallet supported by SCE.

8.2 To initiate a User-Merchant Transaction you must log into your Business Profile via the Web Portal, Cashier App or eWallet app, click the “Receive” button, provide the QR Code to the User with whom you transact. User can scan it and follow subsequent transaction authorization instructions. By clicking the “Receive” button you initialize a smart-contract on the eCredits Blockchain with all the risks involved as set out in section 10. of the General Terms.

8.3 All User-Merchant Transactions shall be processed on the eCredits Blockchain. SCE has no influence or control over the course of transactions of User-Merchant Transaction on the eCredits Blockchain. You are responsible for providing accurate and complete Transaction data to other Users.

8.4 Accepting User-Merchant Transaction may be subject to fees, subject to eCredits blockchain over which we have no influence or control. SCE also charges fees, set out in the Fee Schedule.

8.5 We are not responsible for any non-delivery, mis-delivery, theft or other mistake or act in connection with the fulfilment and delivery of your products or services or Assets. We are also not responsible for any non-conformity or defect in, or any public or private recall of, any of your products or services. When providing goods and/or services by individual Merchant to other Users or their customers as Consumers within the scope of Merchant Services and other eWallet app Services, the Merchant enters into legal relationships with its customers as Consumers on its own behalf, autonomously and independently assuming all rights and obligations in relation to its customers, Consumers or creditors, whereby SCE and/or integrated Third-party Service providers shall not be liable or eligible to pay or deliver any goods, services or any obligations to the Merchant’s customers, Consumers or creditors. SCE and/or integrated Third-party Service providers shall not be liable to Merchant’s customers, Consumers, partners or any of their creditors whatsoever. Merchant shall not make any representation or warranty, express or implied, binding or purporting to bind SCE or its affiliates (including integrated Third-party Service providers) in connection with the Business Profile, eWallet app Services or any of SCE’s software solutions, including but not limited to any representations or warranties relating to the performance, condition, title, noninfringement, merchantability, fitness for a particular purpose, system integration, or data accuracy of any of the foregoing.

8.6 Confirmations for successful or unsuccessful User-Merchant Transactions are made on the eCredits Blockchain, which are displayed in the eWallet app and on the Web Portal. Such confirmations may not contain all or true information of events on the eCredits Blockchain. eCredits Blockchain is a decentralized blockchain over which SCE has no direct control or influence. Should specific requirements exist under the relevant law, it is your responsibility to provide required information to the User with whom you transact business.

8.7 You are responsible to comply with applicable Regulatory requirements governing your obligation to provide your customers with receipts or other required documentation of your service or products. SCE will not and is under no obligation to provide you or any other User with a physical receipt or other written confirmation in connection with any User-Merchant Transaction.

8.8 Merchant acknowledges that AML/KYC regulations require that specified financial intermediaries in each local regulation conduct background checks and verify the origin of assets. Possession and use of ECS, ACT, ECS transactions, and services related to the use of ECS or ACT can be subject to certain requirements, limitations or additional measures imposed by law for the purposes of identity verification and detection of money laundering, terrorist financing, fraud, or any other financial crime. Different entities within a (geographical or operational) sector may pose a higher or lower risk depending on a variety of factors, including products, services, customers, geography, business models and the strength of the entity’s compliance programm. Consequently, access to and use of ECS may be dependent on the third-party service integration of the eCredits Blockchain into their systems and their services, whereby such integration and the utilisation of ECS and the eCredits Blockchain can be subject to different requirements and limitations of use imposed by third-party service providers or by different regulatory standards and restrictions.

8.9 Merchant hereby understands and acknowledges that he shall be solely responsible to assess whether his business and/or utilization of Business Profile or other eWallet app Services in his commercial activities requires the implementation of appropriate KYC/AML process and measures, compliant with applicable regulations. Considering the foregoing, Merchant shall be solely responsible for the implementation, operation and compliance of the KYC/AML process in accordance with the relevant regulations if applicable, and SCE or integrated Third-party Service providers shall have no liability therefor. SCE or integrated Third-party Service providers shall not be liable whatsoever for any legal non-compliance of the Merchant’s commercial activities conducted with the utilization of any of the eWallet Services and/or Business Profile or for any damages or losses whether indirect, incidental, special or consequential, in profits, goods or services, irrespective of whether or not the Merchant has been advised or otherwise might have anticipated the possibility of such loss or damage. Merchant will defend, indemnify, and hold harmless SCE or integrated Third-party Service providers from and against any violation of such laws or regulations by SCE or any of its agents, officers, directors, or employees. For the avoidance of doubt, the Merchant acknowledges that SCE is not a party or intermediary to the relationship between individual Merchant and his respective clients (Users or Consumers) and therefore SCE has no obligations in terms of any AML/KYC regulatory requirements in respect to any commercial or other transactions, conducted between Merchants their customers (as Consumers or Users) thereof, and such responsibility is in the capacity of individual Merchant.

9 CONNECTION TO THIRD-PARTY SERVICES

9.1 Merchants can connect their Business profiles and its corresponding wallet address to Third-party Services (including Exchanges and Third-party wallets) that support the eCredits blockchain, in accordance with the provision 8. “Third-party Services” set out in the General Terms.

9.2 Merchants may connect the Business Profile to Third-party Services and send and/or receive Assets and use other functionalities. Merchants may also use additional functionalities offered by Third-party Services, such as, for example, but not limited to:

– displaying of prices of different cryptocurrencies pairs held by Third-party Services,
– facilitating the service of exchanging cryptocurrencies pairs through services of Third-party Services,
– offering a full range of other services through various smart contracts on the blockchain (e.g. cashback smart contract).

9.3 Where possible, the Merchant may initiate a User-Merchant transaction by creating a smart contract as described in Provision 8.2. in such a way that the smart contract is connected directly to a Third-party Service and the Assets from User-Merchant transaction intended for the Merchant shall be transferred directly to Third-party Service by the smart contract.

9.4 The Merchant Services described in Section 5 of these Merchant Terms do not provide or guarantee any of the services described in Section 9.2. and 9.3. of these Merchant Terms, such as, for example, enabling the exchange of Assets or the display of prices between different Assets. Although Merchant may connect to external services, Merchant enters into an independent business relationship with such services, and SCE is not a party to such relationship and shall not be responsible or liable for any damages or errors that Merchant may suffer as a result of Merchant’s use of such services.

9.5 SCE shall not be liable for any acts or damages resulting from the services or actions of Third parties. Any liability arising from the use of Third-party Services shall pass to such third parties and the SCE shall not be liable for any claims arising from such third party services. User must carefully examine all facts with each Third-party Service and accept their terms and conditions. SCE shall not be liable for:

– Assets held on the Business Profile as set out in the General Terms,
– Assets held with Third-Party Services,
– errors or transactions of Assets via the eCredits blockchain in any case.

10 FEES

10.1 The fees charged for the provision of Merchant Services are set out more in details in the separate Fee Schedule as referenced herein. We will provide you with prior notice of any upcoming changes to the applicable Fee Schedule, effective upon the notice or otherwise indicated thereof. It is your responsibility to stay informed and review such updated and changes of Fee Schedule or relevant policies. Paid fees and Merchant Subscriptions are non-refundable with the termination of these Terms.

10.2 Transaction/blockchain fees. The Transaction Fee for ECS transaction and Assets, including User-Merchant Transaction are subject to gas and other fees on the eCredits blockchain as set out in General Terms. The Transaction Fee shall be deducted from the value of your User-Merchant Transaction request and will be charged automatically when the ECS User-Merchant Transaction or ECS Transaction is executed. Details of the Transaction Fees can be found in Fees Schedule, however this data is for informational purposes only and may be different from the actual data charged by the eCredits blockchain.

10.3 Set-up Fee. The Set-up Fee is a onetime set-up fee that you are required to pay to access and use our Merchant Services in accordance with the provisions of these Merchant Terms. The first Set-up Fee will be charged upon your subscription to our Merchant Services by creating each Business Profile. Details of the amount of the Set-up Fee can be found in the Merchant Fees Schedule.

10.4 Merchant Subscription. The Merchant Subscription means the annual fee payable by you to access and use the Merchant Services in accordance with the provisions of these Merchant Terms. You must pay Merchant Subscription every year, or else your access to Merchant Services will become unavailable. Details of the amount of the Merchant Subscription can be found in the Fee Schedule.

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

11 PROVIDING INFORMATION

11.1 Notification of changes in your business. You must advise us immediately of any change in the circumstances affecting your business including: (i) any insolvency event, (or impending insolvency event) (ii) any actual or impending change of control in you or your parent company; (iii) any actual or impending change in your trading terms, directors, other officers, members or partners, business or trading name, legal status, business or trading address or in any of your other details that you have provided to us.

12 USE OF TRADEMARKS

12.1 Trademarks. Subject to the terms and conditions of these Merchant Terms and provided your Business Profile is in good standing, we grant you a non-exclusive, non-transferable, non-assignable, revocable right to use the “The People’s SCE”, “eWallet App”, “eCredits”, “ECS” and other related designs, graphics, logos, page headers, button icons, scripts, and service names (collectively, “Trademarks”) designated by us solely in accordance with our brand guidelines and such other documentation as we may make available from time to time. You may not use the Trademarks except as expressly permitted herein, and may not sublicense these rights or otherwise permit any party to use the Trademarks. You acknowledge that we and our Partners are the sole owner of the Trademarks, and you agree to do nothing inconsistent with that ownership. All goodwill arising out of your use of the Trademarks will inure to the sole benefit of us and our Partners. Our and our Partners’ Trademarks may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion, or in any manner that disparages or discredits us or our Partners. We may revoke your license at any time at our sole discretion. Upon the termination or expiration of these Merchant Terms, you shall immediately cease and discontinue all further use of the Trademarks. All other trademarks not owned by us that appear on the Website or eWallet App or in connection with the Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. We and our Partners may use your name, logo, service name or trademarks as designated by you solely as necessary to provide the Service in accordance with our specifications and other Policies (including without limitation in co-branded web pages used to process orders).

13 ADDITIONAL REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

13.1 By You. You represent and warrant to us that: (a) you have read and agree to these Merchant Terms and the General Terms; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into the Agreement and perform obligations under these Merchant Terms on behalf of the company you represent; (c) any information you provide in connection with the Services are accurate and truthful; (d) you will only use the Service to transact on your own account and not on behalf of any other person or entity; (e) you will resolve any Consumer or Merchant dispute or complaint directly with the User with whom you have conducted business; (f) you and all ECS Transactions initiated by you will comply with all applicable Regulatory Requirements, including any tax laws and regulations; (h) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service; (e) your use of the Services will be in compliance with these Merchant Terms and General Terms.

13.2 In addition to warranties and limitations of liability in the General Terms you acknowledge, that SCE is not liable and does guarantee for any value or price losses. In no event will SCE be liable for any direct, indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of assets, profits, goodwill, use, data, or other intangible losses, that result from the use of, inability to use, or unavailability of the Services or eCredits blockchain. In all cases, SCE will not be liable for any loss or damage that is not reasonably foreseeable. Under no circumstances will SCE be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the services or your User Account or Private key, or the information contained therein. liable for the merchant revenue and potential revenue losses or price losses.

14 MODIFICATIONS TO THESE MERCHANT TERMS

14.1 We may modify the terms and conditions of these Merchant Terms, General Terms or any Policy, or the features of the Service at any time. We will notify you of any updated Merchant Terms or Policy by posting it to our Website or otherwise communicated to you.

14.2 Any change to a Policy will be effective upon the earlier of posting to our Website or when otherwise communicated to you. Any other change to these Merchant Terms will be effective 14 days after the earlier of the date of posting to our Website or of your receipt of our Communication regarding the change.

SCE, 2022

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The People´s SCE

53, Boulevard Royal

L- 2449 Luxembourg

 

office@ecredits.com

www.ecredits.com

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