These Terms and Conditions (“Terms” or “Agreement”) govern the use of the services (“Service” or “Services”) made available by PrepayWay AG along with its subsidiaries, affiliates and any related parties (“PrepayWay”) during the next 6-month period (“Test Period”). This Agreement represents the agreement and understanding between PrepayWay and the individual or entity (“User”) who subscribes to try these Services and provide feedback.
Please read this agreement carefully! By submitting your application and by your use of our Services, you agree to comply with all of the terms and conditions set out in this Agreement. PrepayWay may terminate your Account at any time, with or without prior notice, for conduct that is in breach of this Agreement, for conduct that PrepayWay believes to be harmful to its business, or for conduct where the use of the Service is illegal and/or harmful to any other party.
Before you can enter into this Agreement and benefit from the Services provided by us, you are required to;
- Register your Account with PrepayWay and provide us with such documentations, photographs and information as we may reasonably request to comply with our regulatory obligations; and
- Confirm the accuracy of the information provided by you in the registration process, and your agreement with these Terms; and
- Enable us to verify that you are at least 18 years of age and/or authorized to represent the legal entity you claim to represent (PrepayWay does not accept agreements and payments from persons under the legal age of 18 years. By submitting your account application, you confirm that you are over 18 years of age or you provide evidence that your legal guardian has agreed to accept this Agreement on your behalf.).
You have to confirm that you have provided correct information during the process of creating your PrepayWay account. You undertake that, if your personal details change, you will notify us immediately. You shall bear any losses that occur due to the submission of invalid, incorrect or inaccurate information.
This Agreement is between you and PrepayWay AG. PrepayWay AG is a company incorporated in Switzerland (corporate registration number (UID) CHE-370.342.884) with registered office located at Haldenstrasse 5, 6340 Baar, Switzerland.
Commencement, Term and Your PrepayWay Account
These terms shall enter into force the moment PrepayWay confirms to you that your PrepayWay Account has been approved and activated, and shall continue in force until terminated in accordance with stipulations set forth in this Agreement.
Users will not be given access to or asked to create any kind of new or additional digital currency wallets on the PrepayWay website. They will have to use their own third party wallets, such as an Ethereum wallet (“Wallet”), to enter into transactions using digital currencies. However, once our testing period is complete and we go live with actual transaction services, Users will be able to deposit fiat or digital currency funds needed to pay for a transaction. While the transactions are pending, these funds will be held by PrepayWay’s licensed escrow partners.
Acceptance of Membership
We reserve the right to accept or refuse your Subscription to the extent permitted by applicable law.
Upon termination of these Terms and/or your Account, any Subscription Fees paid in advance shall be reimbursed to you proportionally.
PrepayWay aims to provide access to the following Services to all its users:
- templates for valid and legally binding contracts developed by legal experts in accordance with national laws and regulations for a variety of countries and jurisdictions;
- availability of these contract templates in multiple languages;
- user-friendly interfaces for contract customization accompanied by detailed explanations and recommendations in multiple languages;
- an integrated gateway for transactions in both digital and fiat currencies powered by licensed escrow partners;
- self-executing Smart Contracts that automatically send out payment orders for both fiat and digital currency payments;
- a proprietary blockchain for secure storage of records of smart contracts and transactions;
- access to efficient and enforceable dispute resolution services of SmartArb, our International Smart Mediation and Arbitration Institute.
As of right now, PrepayWay will only be providing these Services in a Test Period to its Users. This is to make sure that future Users can provide feedback about the Services and PrepayWay can make appropriate changes in accordance with the feedback. Our goal is to have the best possible Services at the lowest possible cost for our Users when we move from the Test Period to fully functional transaction services!
Token Generation Event (“TGE”)
PrepayWay will conduct a Token Generation Event (“TGE”) prior to the move to fully functional transaction services. At the beginning of the TGE, InBit Tokens will be sold to future users of PrepayWay services at discounted prices. Once the discount period is over, users who need InBit Tokens to activate PrepayWay Smart Contracts will be able to purchase them from PrepayWay or from third parties at going market prices.
Prior to the TGE, registered Users will receive a balance of free test tokens on their account. The test tokens can only be used for simulated transactions during the Test Period. The test tokens will not be transferable or tradeable until the TGE. After the TGE, Users who participated in the Test Period will receive InBit Tokens (“Tokens”) in exchange for any remaining test tokens on their account. Only some promotional tokens may not be converted to InBit Tokens.
Payment for Services
During the Test Period, Users will not be charged for trying out our services. All test tokens are free. However, once actual transaction services are made available after the Test Period, Users will be charged a fee for the activation of a smart contract on the PrepayWay Dashboard. The fee will be calculated depending on the jurisdiction, contract type and the deposit or transaction amount. The minimum fee charged by PrepayWay for any Service or transaction will be the equivalent of 75 USD. In all cases, the activation fees will have to be paid in InBit Tokens at the prevailing exchange rate.
The PrepayWay Dashboard is our portal where you can, among other things:
- verify your identity with us;
- view your PrepayWay transaction history;
- view the balance of purchased or received test tokens or InBit Tokens in your PrepayWay account;
- have access to all Services provided by PrepayWay as listed in this Agreement.
Verification of Identity
PrepayWay is committed to be at all times in full compliance with all applicable laws and regulations in all jurisdictions where we operate or offer services.
To enable us to meet our regulatory obligations regarding applicable KYC (“Know Your Customer”) and AML (“Anti Money Laundering”) legislation, 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 PrepayWay account, in particular, to identify or authenticate your identity or validate your funding sources or PrepayWay transactions. This may include, but is not limited to, asking you for further information that will allow PrepayWay to reasonably identify you, including requiring you to take steps to confirm ownership of your phone number or payment instruments or verifying your information against third party databases or through other sources.
We reserve the right to close, suspend, or limit access to your PrepayWay Account and/or PrepayWay Services in the event we are unable to obtain or verify information required for KYC and AML purposes.
You must ensure that the information about you on your PrepayWay Account is always accurate and up to date. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again. We shall not be liable for any losses arising out of your failure to maintain up to date information about yourself.
When you apply to use the Services, you will be asked to select a User ID and password. The User ID and password are the means through which you access the Dashboard and enable you to enter into binding contracts and make funds transfers from your account. You acknowledge and agree that it is your responsibility to safeguard your User ID and password from any unauthorized use. In no event will PrepayWay be liable for the unauthorised use or misuse of your user ID or password.
Email newsletters will only be sent directly by PrepayWay. User information will not be disclosed or sold to any third parties unless we are obliged by law to share certain information with law enforcement or tax authorities. You may, however, be contacted by PrepayWay’s designated customer review software provider for customer experience and service feedback.
Restrictions on the Use of Prepayway Services
It is not permitted:
- to use the Services for any illegal purposes, including, but not limited to financial fraud or money laundering, tax evasion, unlawful gambling activities, the funding of terrorist organizations, the unlawful purchase or sale of tobacco, firearms, prescription drugs, other controlled substances or other products prohibited by law in the respective jurisdiction where the transaction is made or implemented or where the parties to a transaction are domiciled. PrepayWay will report any suspicious activity and cooperate with any relevant law enforcement agency or regulator;
- to use the Services or otherwise act in breach of these Terms;
- to create more than one PrepayWay Account per person or entity without our prior written consent;
- to use the Services to violate any law, statute, ordinance, or regulation;
- to infringe PrepayWay’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
- to act in a manner that is defamatory, libelous, threatening or harassing when using the PrepayWay Services;
- to provide us with false, inaccurate or misleading information;
- to use the Services to engage in debt-collection activities;
- to instruct us to send or receive what we reasonably believe to be potentially fraudulent funds on your behalf;
- to control a PrepayWay Account that is linked to another PrepayWay Account that has engaged in any of these Restricted Activities;
- to conduct your business or use the Services in a manner that is likely to result in or may result in complaints, disputes, reversals, fines, penalties or other liability to PrepayWay, other Users, third parties or you;
- to take any action that imposes an unreasonable or disproportionately large load on our infrastructure; to facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; to use an anonymizing proxy; to use any robot, spider, other automatic device, or manual process to monitor or copy our Website without our prior written permission; or to interfere or attempt to interfere in other ways with our Services;
- to take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;
- to refuse to cooperate in an investigation by law enforcement or tax authorities or to provide confirmation of your identity or any information you provide to us;
- to refuse or fail to provide further information about you or your business activities that we may reasonably request.
You are at all times obligated to ensure that you only enter into PrepayWay transactions in compliance with all applicable laws and regulations.
We reserve the right to refuse to perform a PrepayWay transaction directly or indirectly associated with a country subject to trade restrictions by public authorities.
If PrepayWay, at its sole discretion, believes that you may have breached the provisions of this section of the Terms, we may take action to protect ourselves, other Users and third parties. The action we may take includes but is not limited to:
- closing, suspending, or limiting your access to any or all of our Services.
- contacting other Users who have transacted with you; contacting your bank; and/or warning other Users, law enforcement, or impacted third parties of your actions;
- updating inaccurate information you have provided to us;
- taking legal action against you;
- terminating these Terms or access to the Website;
- fully or partially reversing a PrepayWay transaction; and/or
- blocking your access to your PrepayWay Dashboard temporarily or permanently.
Where possible, PrepayWay will provide you with the relevant information regarding the actions imposed, but we may be unable to do so in accordance with the appropriate law including avoiding disclosing protected third party information or interfering in the course of an investigation.
Suspending Your Use of Prepayway Services
We reserve the right to change, suspend or discontinue any aspect of our Services at any time, including hours of operation or availability of the Services or any Services feature, without prior notice and without liability.
Notice and Communications
You agree and consent to electronic receipt of all communications that we provide in connection with the Services. We will provide communications to you by making them available on the PrepayWay Dashboard or by emailing them to you at the primary email address listed in your PrepayWay Account.
It is your responsibility to ensure that you log onto the PrepayWay Dashboard regularly and regularly review the PrepayWay Dashboard, the Website, and your primary email address and open and review communications that we deliver to you through those means. You are obligated to review your notices and PrepayWay transaction history, and to promptly report any questions, apparent errors, or unauthorised PrepayWay transactions. Failure to contact us in a timely manner may result in loss of funds or important rights.
We may contact you from time to time to notify you of changes or information regarding your PrepayWay Account. It is your responsibility to ensure you regularly check the PrepayWay Dashboard and that your contact information stored on your profile in the PrepayWay Dashboard is up to date. You may contact us in accordance with these Terms.
PrepayWay reserves the right to transmit the information or personal data about you as well as activity on your Account to law enforcement institutions, public authorities, and financial institutions, if this is necessary to comply with relevant legislation, and in order to identify whether these Terms and relevant legislation have not been violated.
By providing PrepayWay with a telephone number (including a mobile telephone number), you agree to receive autodialled and pre-recorded message calls at that number. The ways in which you provide us a telephone number include, but are not limited to, providing a telephone number at PrepayWay Account opening, adding a telephone number to your profile on your PrepayWay Dashboard at a later time, providing it to one of our employees, or by contacting us from that phone number. If a telephone number provided to us is a mobile telephone number, you consent to receive SMS or text messages at that number, for service-related matters. We will not share your phone number with non-affiliated third parties for their purposes without your consent and we will never market, advertise, or solicit you using autodialling or pre-recorded messages, but we may share your phone numbers with our affiliates or with other service providers, such as billing or collections companies, who may contact you using autodialled or pre-recorded message calls or text messages.
You understand and agree that PrepayWay may, without further notice or warning and at our discretion, monitor or record the telephone conversations you or anyone acting on your behalf has with PrepayWay or its agents for quality control and training purposes or for our own protection. You acknowledge and understand that, while your communications with PrepayWay may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by PrepayWay, and PrepayWay does not guarantee that recordings of any particular telephone calls will be retained or retrievable.
You agree that we can use your information in connection with your PrepayWay Account to enable us to review, develop and improve our services. This may involve providing your information to our partners, affiliates, agents, distributors, and suppliers to process PrepayWay transactions and for their statistical research and analytical purposes. We may also disclose your information as required by law, regulation or any competent authority or agency to investigate possible fraudulent, unlawful or unauthorised activity.
You understand and agree that we may collect information about how you and other Users interact with the Services. You agree that we may use the information that we collect to facilitate interactions with the Services, including sharing certain non-sensitive and anonymous information about you with other Users.
The PrepayWay Dashboard and the Website and all intellectual property rights contained therein, including but not limited to any content, are owned or licensed by us. Intellectual property rights mean rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered anywhere in the world. PrepayWay’s intellectual property include "PrepayWay.com," "PrepayWay", “PrepayWay AG” and all logos related to the Services. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of PrepayWay. You may not copy, imitate, or use them without our prior written consent.
We reserve all of our rights in any intellectual property in connection with these Terms. This means, for example, that we remain owners of them and free to use them as we see fit.
Nothing in these Terms grants you any legal rights in the PrepayWay Dashboard and/or the Website, other than as necessary to enable you to access the PrepayWay Dashboard. You agree not to adjust or try to circumvent or delete any notices contained on the PrepayWay Dashboard (including any intellectual property notices) and in particular in any digital rights or other security embedded or contained within the PrepayWay Dashboard.
You may request, at any time during the extent of this Agreement, a copy of these Terms.
You may request, at any time during the extent of this Agreement, a copy of all personal information we hold on record about you to review its accuracy and provide any corrections as may be needed.
You may request, at any time during the extent of this Agreement, the permanent deletion and destruction of any data or records about you that is no longer needed for the purpose of maintaining your Account and/or verifying past or present transactions.
Customer Support and Complaints
We take all complaints seriously. Any complaints about us or the services we provide should be addressed in an email to PrepayWay. You should clearly indicate that you are wishing to make a complaint to us. This helps us to distinguish a complaint from a mere inquiry. Our complaints procedure (available on our Website) sets out the process for submitting and resolving any complaints. You may request a copy of our complaints procedure at any time by contacting customer services via the specific email address provided on the PrepayWay Dashboard. PrepayWay aims at addressing any complaints and support matters at the earliest possible time.
Amendments to These Terms
PrepayWay may, at its sole discretion, change or modify this Agreement at any time, with or without advance notice. Any changes or modifications that do not affect User rights shall become effective for all Users upon posting of the modified Agreement to this website address: prepayway.com. You are responsible to read this document from time to time to ensure that your use of the Service remains in compliance with this Agreement.
These Terms may be amended unilaterally by us in ways that may affect your rights, by providing you with one months’ notice. Changes will be deemed to have been accepted by you where you do not, before the proposed date of the entry into force of the changes, notify us to the contrary. If you do notify us to the contrary, your notification will be deemed to be a notice that you wish to close your PrepayWay Account and terminate the application of these Terms on the date upon which the changes are to take effect.
Where an amendment to the Terms is required by law or relates to the addition of a new service, extra functionality to the existing Service, a reduction in the cost of the Services or any other change which neither reduces your rights nor increases your responsibilities, the amendment may be made without prior notice to you and shall be effective immediately.
PrepayWay, in its sole discretion, may terminate this Agreement at any time, by giving you one months’ notice. The termination of this Agreement will not affect any of our rights or your obligations that have arisen prior to the termination of the Agreement.
You may terminate this Agreement at any time by providing us with one month’s notice. Such notice has to be provided by sending us a written document clearly stating the intention to terminate.
Without prejudice to any rights that have accrued under this Agreement, or any party’s other rights or remedies, either party may at any time terminate these Terms with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of any term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
- the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms;
- the other party is subject to a bankruptcy, insolvency, winding up or other similar event; and/or
- the result of laws, payment scheme rules, regulatory authority rules or guidance or any change in or any introduction thereof (or change in the interpretation or application thereof) means that it is unlawful or contrary to any such law, rules, order or regulations for either of the parties to perform or give effect to any of its obligations hereunder and such obligation cannot be readily severed from these Terms.
Without prejudice to any rights that have accrued under these Terms or any of the party’s rights or remedies, we may at any time terminate these Terms with immediate effect by giving written notice to you if:
- we are unable to verify your information in the manner set out in these Terms;
- you die;
- we have reason to believe that your use of the Services damages, corrupts, degrades, destroys and/or otherwise adversely affects the Services, or any other software, firmware, hardware, data, systems or networks accessed or used by you;
- you have acted or omitted to act in any way which we reasonably determine to diminish PrepayWay's business operations and/or reputation and/or goodwill and/or which we reasonably determine or suspect to give rise to any offence or any increased risk or liability to us; and/or
- we are unable to provide the Services to you through the inability of any third party to provide us with any service that we require to provide the Services to you.
Other actions we may take: If you have breached the terms of this Agreement (including a breach of your obligation to pay us any amount owing), or we are otherwise entitled to terminate these Terms, we may:
- suspend your use of the Services (in whole or in part) in which case we will not treat any order for a PrepayWay Transaction that you may wish to make as being received by us;
- report any PrepayWay Transaction or any other relevant information about you and your use of the Services to the relevant regulatory authority, law enforcement agency and/or government department;
- and/or if appropriate, seek damages from you.
Termination of this Agreement requires the closing of your PrepayWay Account in accordance with the terms included on this Agreement. Any Terms which by their nature should survive, will survive the termination of this Agreement.
Breach of these Terms and Conditions
Without prejudice to PrepayWay’s other rights under these Terms, if you breach these terms and conditions in any way, PrepayWay may take any such action as it deems appropriate to deal with the breach, including suspending your access to the Dashboard, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.
PrepayWay will not be liable for any delay, interruption or failure in the provision of services if caused by acts of God, declared or undeclared war, fire, flood, storm, slide, earthquake, power failure, the inability to obtain equipment, supplies or other facilities that are not caused by a failure to pay, labor disputes or other similar events beyond our control that may prevent or delay service provision.
You hereby indemnify PrepayWay, its affiliates, sponsors, partners, directors, officers, and employees and undertake to keep PrepayWay, its affiliates, sponsors, partners, directors, officers, and employees indemnified against any losses, damages, costs, liabilities, acts of God, and expenses (including without limitation legal expenses and any amounts paid by PrepayWay to a third party in settlement of a claim or dispute on the advice of PrepayWay’s legal advisers) incurred or suffered by PrepayWay, its affiliates, sponsors, partners, directors, officers, and employees arising out of any breach by you of any provision of these terms and conditions, arising out of claim that you have breached any provision of these terms and conditions.
No waiver of any of the provisions of this Agreement will be deemed to constitute a waiver of any other provision nor shall such a waiver constitute a continuing waiver unless otherwise expressly provided in writing duly executed by the party to be bound thereby.
PrepayWay may transfer, sub-contract or otherwise deal with it’s rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted and the rest of the provision will continue in effect.
This Agreement shall be subject to equitable rules and customs as expressed in the Common Frame of Reference of the European Union. Any disagreements between the Parties will be resolved amicably. If either side feels that negotiations cannot achieve an amicable resolution, it may call upon independent mediators or arbitrators to settle the dispute pursuant to the MedArb rules of the International Smart Mediation and Arbitration Institute.
In order to use certain functions of the Services, you may be requested to accept other terms and conditions, either with PrepayWay or with a third party.
The Balance in your PrepayWay Account belongs to the person or legal entity which is registered as the PrepayWay Account holder. We recognise only the rights of the holder of the PrepayWay Account.
It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authorities. We are not responsible for determining whether taxes apply to your PrepayWay transactions, or for collecting, reporting or remitting any taxes arising from any PrepayWay transactions. You hereby agree to comply with any and all applicable tax laws in connection with your use of the PrepayWay Services, including without limitation, the reporting and payment of any taxes arising in connection with PrepayWay transactions made through the Services.
If we fail to enforce any of our rights under the Terms, or applicable laws, it shall not be deemed to constitute a waiver of such rights.
We may comply with any subpoena, levy, or other legal process which we believe to be valid. We may notify you of such process electronically, by phone, or in writing.
PrepayWay has the right to change any of its third-party service providers, with or without notice.
PrepayWay reserves the right, but shall have no responsibility, to edit, modify, refuse to post or remove any provider content, in whole or in part, that in its sole and absolute discretion is objectionable, erroneous, illegal, fraudulent or otherwise in violation of these Terms.
Before entering into any PrepayWay transaction you must make your and their own independent assessment as to whether it is appropriate to enter into a PrepayWay transaction based upon your own judgment and upon such advice from such advisers as you consider necessary. It is an express term of every PrepayWay transaction which you enter into with us that you are not relying upon any communication (written or oral) made by us as constituting advice about or a recommendation to enter into such PrepayWay transaction. While we are responsible for the legality of the contract templates we offer for a given jurisdiction, we are not responsible for the legality of the actual contract you may enter into if it is amended in ways not foreseen by us or used out of context or jurisdiction. In no case will PrepayWay be accountable for the economic suitability or fairness of a transaction made by you.
Foreign currency exchange rates and the exchange rates for digital currencies are subject to fluctuations outside our control. Past movements or trends in the movement of foreign or digital currency exchange rates should not be taken as an indicator of future movements in such exchange rates.
Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body owned by it or having control over it, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
These Terms shall be binding on, and enure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assignees, and references to any party shall include that party’s personal representatives, successors and permitted assignees.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to writing or written includes email and the chat function on the PrepayWay Dashboard.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
These Terms shall be concluded and interpreted in the English language during the Test Period. Unless otherwise agreed in writing, all communications between the parties shall be in the English language. Once PrepayWay provides actual transaction Services after the Test Period, a variety of languages will be available for Users to choose from. In case of doubt or differences of interpretation, the English version shall prevail over the translations of the Terms into other languages.
Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than Switzerland, be deemed to include a reference to that which most nearly approximates to the Swiss legal term in that jurisdiction.
A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of these Terms) from time to time.
Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.