Please review these Terms & Conditions (hereinafter: the "Terms") carefully, as they set forth legally binding terms and conditions between you and EnterPay that govern your access and/or use of the Website (as defined below); the Terminal (as defined below); the Platform (as defined below), including Intellectual Property Rights (as defined below), whether such access and/or use is via the Website (as defined below), the Platform (as defined below), locally installed programs and/or (other) software and/or hardware devices.
By accessing and/or using the Service (as defined below), you agree to these Terms on behalf of yourself and any entity you represent and you represent and warrant that you are not a Prohibited Person (as defined below) and/or that you are not residing in a Excluded Jurisdiction (as defined below) and that you have the right and authority to do so. These Terms are available for download and print at https://enterpay.com/terms.
1.1 In these Terms, the following terms, always capitalised and used in both singular and plural, shall have the following meanings:
1.1.1 Account: means the user profile, which can be created via the Website, which allows the User to access and use the Service, and which forms part of the Service;
1.1.2 Agreement: means the agreement between the Parties for the access to and/or use of the Service, to which these Terms apply, and of which the Terms form an integral part;
1.1.3 Confidential Information: means any and all information (in any form whatsoever) that is marked as confidential by EnterPay, and all other information of which the User knows or reasonably should know that the information was intended as confidential. Confidential Information includes, but is not limited to, all information that (possibly) contains trade secrets, (parts of) the Service, and all technology, systems, equipment, codes, tools, techniques, routines, procedures and methodologies used with regards thereto, as well as EnterPay's business affairs, financial affairs, documentation, business plans, strategies, and technical operations. Any information that initially does not fall under the definition of Confidential Information can, at a later moment, become Confidential Information;
1.1.4 Customer: the User's client, which makes a payment to the Merchant via the Service;
1.1.5 Documentation: means the documentation as accessible at the Website;
1.1.6 EnterPay: means the company EnterPayment OÜ, established under the laws of the Republic of Estonia, registered with the Estonian Chamber of Commerce under registration number 17391111;
1.1.7 Excluded Jurisdiction: means Iran, North Korea, Syria, the People's Republic of China and/or a jurisdiction identified by the Financial Action Task Force (FATF) for strategic AML/CFT deficiencies and included in FATF's listing of "High-risk and Other Monitored Jurisdictions" accessible at fatf-gafi.org and/or a jurisdiction in which the Service would be subject of licensing and/or in which crypto asset payments are prohibited;
1.1.8 Features: means the Services' current features, which can be updated by EnterPay at any time, as described in the Documentation and/or on the Website;
1.1.9 GDPR: means Regulation (EU) 2016/679 ('General Data Protection Regulation');
1.1.10 Governmental: means any nation or government, any state or other political subdivision thereof, any entity that exercises legislative, executive, judicial or administrative functions of or pertaining to government, including but not limited to any governmental agency, regulator, agency, department, council, committee or agency and any court, tribunal or arbitrator(s) with competent jurisdiction and any self-regulatory organisation, as well as private entities exercising quasi-governmental, regulatory or judicial functions anywhere in the world;
1.1.11 Intellectual Property Rights: means all intellectual property rights and related rights, including but not limited to copyrights, database rights, domain names, trade name rights, trademark rights, design rights, neighbouring rights, patent rights, (rights to) trade secrets and know-how;
1.1.12 Parties: means you/the User and EnterPay;
1.1.13 Personal Data: means any personal data as meant by article 4 paragraph 1 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC ("General Data Protection Regulation");
1.1.14 Platform: means the application which EnterPay makes available to the User indirectly through the Website, and through the Terminal, as described on the Website and in the Documentation, and which forms part of the Service;
1.1.15 Privacy Statement: means EnterPay's privacy statement, as available on https://enterpay.com/privacy;
1.1.16 Prohibited Person: means any citizen, resident of, or person established or residing in any region, including Excluded Jurisdictions, where the use of the Service is prohibited, or any entity, including, but not limited to, any company or partnership incorporated or organised in or under the laws of any region, including Excluded Jurisdictions, where the use of the Service is prohibited;
1.1.17 Service: means the provision of the Website and (Features of) the Platform and/or Terminal, as described on the Website and in the Documentation;
1.1.18 Terminal: means the hardware or software interface provided to the User for accepting crypto asset payments, and which forms part of the Service;
1.1.19 Transaction: means a payment initiated by a Customer, or by a User for the Customer, and which is processed via the Service;
1.1.20 User: means the Party that concluded the Agreement with EnterPay for the use of the Service and/or uses (parts of) the Service without concluding the Agreement;
1.1.21 Wallet: means a unique blockchain address generated for each Transaction, held and controlled by the relevant licensed third-party provider. EnterPay does not at any time hold, control, or have access to the wallet or the assets within it;
1.1.22 Website: means the website accessible at https://enterpay.com, including all associated subdomains, web pages, and all content, data, files, and resources made available through them (such as text, images, scripts, and other materials), which together form part of the Service.
2.1 These Terms shall apply to the Agreement, on creating and managing the Account and to the Service. Any conditions of the User, such as general conditions, do not apply and are expressly rejected.
2.2 By accessing and/or using (parts of) the Service, the User and the Customer unconditionally agree to these Terms.
2.3 The User will be prompted to accept the Terms before creating an Account and using the Platform.
2.4 These Terms have been prepared in English. In these Terms:
2.4.1 reference to any statute includes a reference to that statute as amended, extended or re-enacted and to any regulation, order, instrument or subordinate legislation under the relevant statute;
2.4.2 reference to the singular includes a reference to the plural and vice versa;
2.4.3 reference to "or" is not exclusive and "include" and "including" shall not be construed or read to be limiting;
2.4.4 reference to a law or regulation includes any amendment or modification to such law or regulation and any further rules issued thereunder or any law or regulation in replacement therefor;
2.4.5 references to a natural person or legal entity includes its successors or assigns, to the extent permitted under these Terms;
2.4.6 any rights of either Party may be exercised at any time and from time to time unless specified otherwise in these Terms;
2.4.7 reference to "written/in writing" in these Terms also refers to email communication, provided the identity of the sender and the integrity of the contents is adequately established;
2.4.8 reference to an article or paragraph in these Terms shall be a reference to such an article or paragraph of the body of these Terms, and not to any attachment or other document, unless where explicitly provided otherwise;
2.4.9 specific references in (the body of) these Terms to other parts of these Terms shall be without prejudice to the full general applicability of any unreferenced provision or part thereof;
2.4.10 the headings of articles or paragraphs of these Terms are for ease of reference only and shall not affect the interpretation of the respective rights and obligations of the Parties and shall not form any part of these Terms for the purposes of construction; and
2.4.11 the wording of these Terms shall be decisive in interpreting the mutual rights and obligations of the Parties under these Terms.
3.1 The User represents and warrants not to be a Prohibited Person and not to be residing in an Excluded Jurisdiction, and to be legally competent and is allowed to access and conclude the Agreement. If the User is, or becomes, a Prohibited Person and/or becomes residing in an Excluded Jurisdiction the User must immediately cease accessing and using the Service.
3.2 The User also represents and warrants that access to and use of the Services is lawful in the country where the User resides in the manner in which the User accesses and uses the Services.
3.3 The User is responsible for compliance with these Terms.
3.4 The User warrants not to misuse the Service. This means, among other things, that the User:
3.4.1 does not commit or encourage a criminal offence;
3.4.2 does not (mis)use Confidential Information for purposes other than the purpose of the Agreement, including but not limited to using the Confidential Information for commercial purposes;
3.4.3 does not modify or adapt (parts of) the Service or merge it into any other (computer) program, or create derivative works therefrom;
3.4.4 does not engage in, or knowingly facilitate, any money laundering, terrorist financing, or other illegal activities;
3.4.5 does not copy, reproduce, republish, (attempt to) reverse-engineer, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Service, except as expressly permitted by applicable laws;
3.4.6 does not decrypt, does not inspect and/or does not intercept SSL/TLS encrypted traffic, proxies, HTTP(S) Proxies, Man-in-the-Middle (MitM) Proxies, Web Debugging Proxies and/or Network Traffic Analysers (when focused on HTTP/S);
3.4.7 does not transmit or distribute any virus, trojan, worm, logic bomb or other material that is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene;
3.4.8 does not use bots, scripts and/or other (automated) software to take advantage in or with the Service;
3.4.9 does not hack any aspect of the Service, or other Users, or damage data;
3.4.10 does not infringe upon any Intellectual Property Rights;
3.4.11 does not attempt to affect the performance or functionality of any computer facility of or accessible through the Service;
3.4.12 does not make any false, inaccurate, misleading or deceptive statements;
3.4.13 does not engage in fraudulent conduct or misuse or attempt to misuse the Service;
3.4.14 does not distribute content that violates any law;
3.4.15 does not violate any privacy rights;
3.4.16 does not pretend to be a user other than the User himself (when communicating with EnterPay);
3.4.17 does not violate any applicable laws or regulations;
3.4.18 does not engage in defamatory or libellous conduct towards any other person;
3.4.19 does not threaten or harass any other person;
3.4.20 does not publish, use or cause to be published or used any malicious code, script or data that may damage, disrupt or alter the Service;
3.4.21 does not engage in conduct deemed contrary to the spirit of the Service; and/or
3.4.22 does not act unlawful in any way whatsoever.
3.5 The User is prohibited from accessing and/or using the Service through a network for anonymous communication.
3.6 The User is fully responsible and liable for all actions the User performs using the Service.
3.7 The User is fully responsible for meeting the technical and functional requirements and using the electronic communication facilities that are necessary to be able to access and use (parts of) the Service. The risk of loss, theft or damage to any information and/or assets, including but not limited to data, will at all times be borne by the User. In particular the User is responsible for the correct configuration, including but not limited to its hardware and Account, as stated on the Website and the Documentation.
3.8 The User is strictly prohibited from (mis)using (programming) errors in (Features of) the Service and to (mis)use these errors for personal and/or commercial gain. The User is obliged to report every detected (programming) error immediately to EnterPay.
3.9 The User indemnifies EnterPay and holds EnterPay harmless against any and all claims (of third parties) relating to or resulting from a breach of this Article.
4.1 EnterPay grants the User, under the suspensive and rescinding conditions of these Terms, the right to access and use the Service.
4.2 EnterPay provides a software infrastructure layer that:
4.2.1 allows Users to accept over 200 crypto assets from Customers;
4.2.2 Interfaces with licensed third-party payment processors who are responsible for regulatory compliance, KYC/AML, and crypto-to-fiat off-ramping;
4.2.3 offers Users a simple, legally compliant way to receive payments in fiat currency without directly interacting with crypto assets themselves.
4.3 EnterPay does not custody, convert, or directly process any funds. EnterPay is a technology provider. EnterPay develops and operates software that routes payment, verification, and settlement instructions to licensed, regulated third-party partners. EnterPay does not itself hold, and does not represent that it holds, a Virtual Asset Service Provider (VASP), Crypto-Asset Service Provider (CASP), Electronic Money Institution (EMI), payment-institution, or equivalent licence in any jurisdiction.
4.4 All Users of the Platform and Terminal must undergo Know Your Business (KYB) verification. The KYB process includes verification of legal entity information, UBO identification, sanctions and PEP checks, and proof of business activity. EnterPay reserves the right to suspend or terminate access to the Service if a User fails to meet KYB requirements or provides false/incomplete data. Know Your Business (KYB) verification is conducted as part of merchant onboarding using identity-verification technology provided by Didit (didit.me), an ISO 27001-certified, GDPR-compliant identity verification platform. Anti-money-laundering and Know Your Customer (AML/KYC) obligations relating to Customers, including Transaction monitoring and regulatory reporting, are performed by EnterPay's licensed third party providers under their own authorisations. Onboarding decisions are made on the basis of verification results. EnterPay does not guarantee approval of any application and is not liable for delays arising from incomplete or pending verification.
4.5 Customers can pay using supported crypto assets. KYC checks are performed by third-party partners when regulatory thresholds are met or where higher-risk activity is identified. The applicable operational thresholds are set out in the AML/KYC Policy. Users are obliged to monitor unusual or large Transaction and report them to EnterPay and the competent authorities where applicable.
4.6 Each Transaction generates a unique Wallet address under the custody of EnterPay's licensed third-party provider. The provider receives the crypto asset payment and settles the fiat equivalent directly to the User's designated bank account. EnterPay never takes custody of crypto assets or fiat funds.
4.7 EnterPay shall make good faith efforts to allow the User to access and use the Service.
4.8 The User agrees that the Service is provided on an "as is" and "as available" basis. EnterPay does not warrant that the Service will be error-free, complete or up-to-date at all times. EnterPay does not guarantee that the Service or any part thereof will be accessible at all times and without any interruptions or failures. Failures in the Service can occur as a result of failures in the internet, and/or as a result of viruses and/or faults and/or defects.
4.9 The Service is still under development and may undergo significant changes over time. EnterPay may make changes to Features and specifications, all of which may mean that the Service no longer meets User's initial expectations. The User agrees to that.
4.10 The Service may fail to secure the critical involvement and cooperation of key participants. EnterPay and/or the Service may face competition from other entities that have more capital or resources and offer a wider range of products and services that may outperform the Service. EnterPay and/or the Service may be subject to third-party claims concerning Intellectual Property Rights or other (non-)contractual matters. In addition, (international) laws, regulations and/or rules applicable to technology industries, including but not limited to those relating to the Platform, may affect or limit the design, implementation and operation of the Service.
4.11 All financial services within the Service are handled through regulated third-party partners. EnterPay performs due diligence on its partners to ensure full compliance with legal requirements, such as AMLD, MiCA, and GDPR. All regulated activities including the custody, exchange, transmission, or settlement of funds or crypto assets, are performed exclusively by licensed partners under their own regulatory authorisations. References to the Services being "powered by licensed payment processors" or providing "settlement through regulated, licensed partners" refer to those licensed partners and not to any licence held by EnterPay.
4.12 EnterPay holds no regulatory licence or registration of any kind in its own name. Any registration, licence number, or authorisation referenced in connection with the Services is attributable to the relevant licensed partner and not to EnterPay.
4.13 The Service is only available in countries where crypto asset payments are legally permitted. The User is prohibited from using (parts of) the Service in Excluded Jurisdictions.
5.1 The registration of an Account is in principle free of charge, without prejudice to the provisions of this article 5.
5.2 All prices stated by EnterPay are in euros (EUR/€) and including VAT, if applicable.
5.3 Conversion fees range from 1.5% to 2% of the Transaction value, plus network fees. Network fees are variable and are determined by blockchain network usage and congestion at the time of the Transaction, and are borne by the Customer. A separate off-ramp fee ranging from 1.5% to 2% applies to the fiat settlement paid to a User's designated bank account. This off-ramp fee is charged to the User and the applicable rate is region-dependent.
5.4 EnterPay offers hardware and subscriptions for the Service, which are available via the Website. Prices vary per package, as mentioned on the Website. EnterPay may offer different subscription plans and other purchasable items (such as one-time purchases) for access to or use within the Service. Information about the pricing and features of these offerings is provided within the Platform, on the Website, and/or in the Documentation.
5.5 Subscriptions are managed via Stripe. The User agrees to electronic billing. Once the User subscribes to a subscription, the User will be charged for the payments due. This depends on the subscription chosen by the User, as described in the previous paragraph. If the payment succeeds, the User's subscription on the Service starts.
5.6 The User will be recharged after the first payment for the payments due. This depends on the subscription chosen by the User, as described in paragraphs 5.4 and 5.5. If the payment is successful, the subscription will be continued. If the payment fails, the subscription is automatically suspended so that the User can no longer make use of the paid subscription.
5.7 Payment terms qualify as deadlines.
5.8 Directly after the User has paid for the subscription, EnterPay will immediately start with the performance of the Agreement. The User consents to this now and then. This constitutes the supply of digital content, which will not be supplied on a tangible medium. The User already now declares that he hereby waives any right of rescission of the Agreement.
5.9 Notwithstanding the previous paragraph, the User which is not a consumer has no right of rescission of the Agreement.
5.10 The User is not entitled to suspend any payments.
5.11 The User is not entitled to set off amounts due.
5.12 Not (timely) fulfillment of a (payment) obligation by the User has the legal consequence that the User has no claim to the subscription on the Service until the moment that the User fulfills its (payment) obligations, corrects his shortcomings and EnterPay subsequently explicitly confirms at which moment the User has a claim to the subscription on the Service. As long as the User does not have a claim to the subscription on the Service, the User is not allowed to access and/or use paid parts of the Service and/or letting others access and/or use paid parts of the Service. Moreover, EnterPay is entitled to suspend fulfillment of its obligations and the User is in default by operation of law. In the event of not (timely) fulfillment of a payment obligation, the User will owe statutory commercial interest on the amounts due. If the User is a consumer, interest shall apply instead of commercial interest.
5.13 In the event of late payment, the User shall, without notice of default being required, in addition to the amount due and the statutory (commercial) interest thereon, be liable for full compensation of both extrajudicial and judicial (collection) costs, including, but not limited to, costs for collection agencies, lawyers and bailiffs. This does not apply if the User is a consumer.
5.14 In the event that EnterPay has suspended its obligations because the User has not paid on time, EnterPay is entitled, in addition to the full claim(s), to an additional amount to restart work, such as costs for (re)providing the Service.
5.15 In the event of liquidation, (application for) suspension of payments or bankruptcy, debt restructuring or any other circumstance as a result of which the User can no longer freely dispose of its assets, EnterPay shall be entitled, without prejudice to its other contractual and/or statutory rights, to terminate the Agreement with immediate effect, without incurring any obligation on the part of EnterPay, such as the obligation to pay damages. EnterPay's claims against the User shall become immediately due and payable in these cases.
5.16 EnterPay reserves the right to set off outstanding claims that EnterPay has on the User against all outstanding claims that the User has on EnterPay, regardless of the reciprocity and/or (dis)similarity of the claims.
5.17 EnterPay expressly reserves the right to index the pricing and fees for the Service. A price increase will not affect current subscriptions. The new price will apply when the subscription is renewed.
5.18 In addition to the preceding paragraph, EnterPay expressly reserves the right to increase the fees for the Service under the following circumstances without the possibility for the User to terminate the Agreement, if:
5.18.1 there is a change in the Agreement; and/or
5.18.2 EnterPay adds, to its sole discretion, new third party products and/or services to the Service; and/or
5.18.3 there is a price increase of a product and/or service of a supplier of EnterPay.
5.19 EnterPay will announce price increases via the Platform and Website. Notwithstanding paragraphs 5.16 and 5.17, the User shall have the right to terminate the Agreement if EnterPay increases the fees, if the User is a consumer.
5.20 The risk and expense for using the (adequate) resources for the use of the Service, such as a mobile phone, internet connection, electricity, Account, and the security thereof, et cetera, is borne by the User.
5.21 If the User is a consumer, (local) consumer law applies. Provisions in these Terms that conflict with applicable consumer law do not apply.
6.1 EnterPay has no knowledge of and/or involvement in the actions or information carried out or made available by Users via the Service.
6.2 EnterPay expressly has no involvement in the contact made between Users and third parties as a result of the Service nor in any agreements and/or contracts, resulting from this contact. EnterPay is not a party to any agreement between Users and third parties, unless otherwise agreed.
6.3 The Service may contain links to other applications, platforms, services or websites, that are not managed by EnterPay, such as KYC- and KYB-services. EnterPay has no control or authority over them, makes no warranties or representations in relation thereto and accepts no responsibility therefor or for any loss or damage that may arise from their use. The use of these applications, platforms, services or websites of third parties may be subject to terms of use or terms of service of the relevant third party. EnterPay is not a party thereto.
7.1 EnterPay and/or its suppliers reserve all rights not expressly granted to the User in these Terms.
7.2 The User acknowledges and agrees that, except as specifically set forth in these Terms, EnterPay and/or its suppliers retain all rights, title and interest, including the Intellectual Property Rights, in and to the Service as well as any modifications, adaptations or translations thereof. The User acknowledges and agrees that he/she does not acquire any rights therein, express or implied, except for the rights expressly granted under these Terms.
7.3 The User is explicitly not allowed to reverse-engineer, copy, amend, or provide otherwise (parts of) the Service, other materials made available to the User by means of the Service, for direct or indirect commercial purposes or for any other purposes than the purposes mentioned in these Terms, unless EnterPay has provided its prior written consent thereto, or if mandatory or peremptory law states otherwise.
7.4 The User is also not allowed to make a back-up copy of the Service.
7.5 To the extent that open source software forms part of the Service, the licensing conditions of the relevant open source software may apply.
7.6 To the extent that third party software forms part of the Service, the licence terms of the relevant third party shall apply. The User can obtain such licence terms from the relevant parties.
7.7 The User grants EnterPay a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license, if protected by any Intellectual Property Rights at all, to use and incorporate into the Service any suggestions, enhancement requests, recommendations, reviews, ideas or other feedback provided by the User, relating to (the operation of) the Service.
8.1 During the use of the Service, the User may provide Personal Data to EnterPay. If so, this Personal Data will be saved and processed in accordance with EnterPay's Privacy Statement, and the applicable legislation with regard to the protection of Personal Data.
9.1 EnterPay is entitled to put the Service (temporarily) out of service and/or to reduce the use of it without any prior notification and without being obliged to pay any compensation whatsoever to the User, if in the opinion of EnterPay this is necessary, for instance in connection with the reasonably required maintenance of the Service or due to force majeure. Force majeure includes, but is not limited to, unavailability of the internet, consequences of internet specific risks, site or building blockades, strikes, riots, civil disruption, war, terrorist acts, inclement weather, epidemics, pandemics, specific work interruptions, delay in transportation, earthquake, fire, storm, flood, or water damage, delay in or cancellation of the delivery to EnterPay of parts, goods or services provided by third parties, and Governmental restrictions.
10.1 EnterPay shall not be responsible or liable to the User for any loss and assumes no responsibility for, and shall not be liable to the User for any use of the Service, including but not limited to any loss, damage or claim arising out of: (i) user error, for example if the User forgets his password(s); (ii) server failure or data loss; (iii) failure of Services.
10.2 EnterPay's liability for attributable failing in the performance of the Agreement, or any other wrongful act or otherwise, is excluded, insofar permitted by mandatory law.
10.3 If EnterPay is liable to the User for damage under mandatory law, EnterPay's liability is limited to compensation for direct damage. Under no circumstances will EnterPay's total liability for direct damage, on whatever legal basis, exceed the amount paid to EnterPay by User for the last twelve (12) months, unless mandatory law states otherwise.
10.4 Direct damage is exclusively understood to mean:
10.4.1 material damage to property;
10.4.2 reasonable costs incurred to prevent or limit direct damage that could be expected as a result of the event on which the liability is based; and
10.4.3 reasonable costs incurred to determine the cause of the damage.
10.5 Liability of EnterPay for indirect damage is excluded. Indirect damage is understood to mean all damage not expressly designated as direct damage in the previous paragraph, including but not limited to, damage as a result of (script) hacking, consequential damage, loss of profit, loss of business, loss of revenue, loss of anticipated savings, loss of information, loss of data, lost opportunities, loss of Accounts, missed profit, missed revenue, damages resulting from cancelled orders, damages resulting from funds held by third parties, damages resulting from non-return of funds by third parties, and any other financial loss, or loss of goodwill or reputation, or other incidental, indirect, punitive or exemplary damages of any kind.
10.6 The exclusions and limitations referred to in the previous paragraphs of this article do not apply if and insofar as the damage is the result of intent or gross negligence on the part of EnterPay or its management.
10.7 Unless compliance by EnterPay is permanently impossible, EnterPay is only liable for attributable failures in the performance of the Agreement if the User gives EnterPay notice of default without delay, whereby a reasonable period is set for remedying the shortcoming, and EnterPay also after that period has attributably failed in the fulfilment of its obligations. The notice of default must contain a complete and detailed description of the failures, so that EnterPay is given the opportunity to respond adequately.
10.8 A condition for the exercise of any right of the User with regard to compensation is always that the User reports the damage to EnterPay in writing as soon as possible, but at the latest within 30 days after the damage has arisen.
10.9 Any claim for compensation against EnterPay lapses by the mere lapse of 90 calendar days after the claim arose, unless the User has instituted a legal claim for compensation before the expiry of that period. This does not affect the User's obligation to complain.
10.10 The User agrees to defend, indemnify and hold EnterPay harmless from any and all third-party claims or damages (including reasonable attorneys' fees) in connection with or resulting from the use that the User makes of the Service, a violation by the User of these Terms and/or the Agreement, and/or any unlawful activities, including but not limited to the breach of User warrants (article 3) and Intellectual Property Rights (article 7).
11.1 The Agreement is entered into for the term as agreed between the Parties, failing which the term of twelve (12) months shall apply. Parties cannot terminate the Agreement before the end of such term, unless otherwise specified in these Terms.
11.2 The User can terminate the Agreement after the term mentioned in the previous paragraph has ended, by sending an email to info@enterpay.com.
11.3 Unless the Agreement is terminated in time, the Agreement will be renewed automatically each time for the same term.
11.4 In addition to the other remedies available to EnterPay, EnterPay is at all times, at its sole discretion, without prior written notice or explanation and without becoming liable to the User, entitled to:
11.4.1 suspend or terminate (temporarily or permanently) the Agreement and/or the right of the User to access and/or use the Service, in the event that EnterPay, at its sole discretion, deems such suspension and/or termination necessary. This includes, without limitation, the situation where the User does not in time, in full, or properly meet its (payment) obligation(s) under the Agreement;
11.4.2 (temporarily) restrict the User's activities in connection with the Service or to ban the User from the Service.
11.5 Either Party has the right to rescind the Agreement without a notice of default being necessary if the other Party is declared bankrupt or applies for a moratorium on payments, a general attachment is levied against the other Party's assets, it goes into liquidation or is dissolved.
11.6 Either Party is authorised to rescind the Agreement due to an attributable failure in the performance of the Agreement if the other Party, in all cases after a written notice of default that is as detailed as possible and that grants a reasonable term to remedy the attributable failure has been issued, is attributable failing to fulfil its obligations under the Agreement. If, at the time of the rescission, the User has already received (parts of) the Service under the Agreement, this/these (parts) of the Service and the associated payment obligations shall not be subject to an obligation to undo.
11.7 Amounts invoiced by EnterPay prior to rescission or termination in connection with the Service already properly performed under the Agreement shall remain payable in full and shall become immediately due and payable at the time of the rescission or termination.
11.8 Upon any termination, rescission or expiration of the Agreement, the User's right to access and use the Service shall cease to exist immediately, without any right to compensation whatsoever.
11.9 Upon termination, rescission or expiration of the Agreement, it is the User's responsibility to secure any data the User wants to retain to a computer or any storage device, in a timely manner before the termination, rescission or expiration. EnterPay is not responsible to the User or any third party for any loss of data that may result or arise out of such termination, rescission or expiration of the Agreement.
11.10 EnterPay is, at its sole discretion, entitled to discontinue (versions of) the Service, without becoming liable to the User. In the event of (versions of) the Service reaches its end of life, EnterPay will notify the User thereof through the Platform and/or on the Website.
11.11 All provisions which are meant to survive the termination, rescission or expiration of the Agreement shall survive such termination, rescission or expiration. These provisions include, but are not limited to all of the User's representations, warranties, indemnification obligations, EnterPay's limitation of liability, the applicable law and dispute provisions and this provision.
12.1 The Terms, the Agreement, (the use of) the Service and all legal acts and disputes arising therefrom shall be governed exclusively by the laws of the Republic of Estonia, to the extent allowed by a mandatory or peremptory rule of law.
12.2 The Parties have excluded the applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980).
12.3 The User and EnterPay will work together in good faith to resolve any dispute. If the Parties are unable to resolve a Dispute within ninety (90) days after all Parties have received written notice of such dispute, such dispute shall be resolved by a competent court of Tallinn, Estonia.
12.4 If the User is a consumer, or if a provisional or conservatory injunction is required, the User may initiate legal proceedings before a competent court.
13.1 The User is not allowed to assign or otherwise transfer any of his/her rights and obligations under the Agreement, without EnterPay's prior written consent, but EnterPay may assign or transfer these rights, in whole or in part, without restriction.
13.2 The Agreement constitutes the entire agreement between the User and EnterPay for the use of the Services. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, ineffective or unenforceable for any reason, the Parties will negotiate in good faith to amend the Agreement to best achieve the Parties' original intent, in an acceptable manner so that the transactions contemplated hereby are carried out as fully as possible as originally contemplated.
13.3 EnterPay reserves the right to amend these Terms at any time. The User will be notified of any amendments by way of notification on the Website and/or in the Service. The new version of the Terms will be available for viewing and downloading on the Website and/or in the Service. If the User continues to use the Service after these Terms have been amended or supplemented, the User thereby irrevocably accepts the amended or supplemented Terms. If the User does not agree with the amended or supplemented Terms, User's exclusive remedy is to no longer use the Service and to directly terminate the Agreement.
13.4 The User agrees and acknowledges that all agreements, notices, disclosures and other communications provided by EnterPay to the User under these Terms, the Agreement and/or in connection with the User's use of the Service shall be made by EnterPay in its sole discretion and may be provided to the User in electronic form at its discretion.