User agreement

1.Introduction

1.1By registering as a User of the Niceway solution (the “Solution”), you confirm that you have read the terms of this Agreement (the “Agreement”) and the other documents referred to in it, agree to their terms and undertake to comply with them, including any later updates and changes made from time to time.

1.2The Agreement refers to a number of related documents that are binding, including:

the Service Terms, which set out additional rules for providing and using individual Services;
the Privacy Policy.

1.3By using the Solution, you agree to comply with these additional terms and conditions.

1.4Please read the Agreement and all related documents carefully. If you have any questions or need clarification, contact us. If you do not understand or accept this Agreement in full, you should not register an Account or access the Solution or any Services integrated with it.

2.Terms and definitions

2.1In this Agreement, the terms below have the following meanings.

Intellectual Property Rights: (i) patents, industrial designs, patent applications, patent disclosures and inventions; (ii) trademarks, service marks, trade dress, trade names, logos and brand names, and registrations and applications for their registration; (iii) copyrights (registered or unregistered), copyrightable software, data, databases and related documentation; (iv) design rights; (v) trade secrets and other confidential information; (vi) geographical indications and appellations of origin; (vii) any other intellectual property rights and equivalent or similar forms of legal protection in any jurisdiction in the world.
Solution Provider: EASTERN PACIFIC HOLDINGS LIMITED, which grants the User the right to use the Solution. For convenience, in this Agreement this operator and/or any of its affiliates are referred to as the “Solution Provider”, “we”, “our” and “us”.
Service Provider: An entity that provides a certain set of services within the relevant Service. Service Providers include the Payment Partner, the Card Infrastructure Integrator, the Issuer and the Solution Provider, that is, us. Other Service Providers may be named in the Service Terms.
Payment Partner: An entity that, at the request of the User or the Solution Provider, transfers the User’s funds in order to keep the Services running smoothly. If the Payment Partner transfers funds at the User’s request, the relationship between the Payment Partner and the User is governed by a separate agreement between them.
Card Infrastructure Integrator (Instrument Provider): An entity that integrates the card infrastructure and ensures interaction with foreign financial partners and payment infrastructure providers. The Card Infrastructure Integrator is not the issuer of payment instruments and does not own them.
Issuer: A foreign issuer and/or another participant in the partner infrastructure that issues and services the payment instrument. The specific Issuer is determined within the partner infrastructure at the time the payment instrument is issued.
User: A person registered as a user of the Solution who has received an Account as a result of registration and uses the Solution to organise interaction with Service Providers.
Solution: A digital environment that includes, among other things, the Account, the Personal Area and integration mechanisms for interacting with Service Providers, through which the User can initiate various operations in the Services integrated with the Solution, go to the resources of Service Providers, and view the history of operations and other information related to operations.
Account: An account created for the User that gives the User access to the Services.
Personal Area: A personalised interface in which the User can track information about top-ups and spending, balances and the history of operations, and initiate the closing of Digital Instruments.
Digital Instrument: An instrument that allows Users to manage their funds in electronic form and that works within the ecosystem of the Solution. It is integrated with the Solution for ease of use. The Digital Instrument is issued and serviced by the Issuer. Neither the Solution Provider nor the Card Infrastructure Integrator is the issuer of the Digital Instrument or its owner; the User is the holder of the Digital Instrument and its beneficiary.
Fees: Charges made by a Service Provider.
Website: https://niceway.pro
Applicable Law: The laws, regulations and rules that apply to the provision, receipt or use of the Solution and/or the Services.
Beneficiary: The User in whose interest the issue and servicing of the Digital Instrument is arranged.

2.2A reference to the singular includes the plural where the context allows. A reference to this Agreement or to any other document means that document as amended from time to time. Headings in this Agreement are for convenience only and do not affect its interpretation.

3.Registration and User Accounts

3.1Before accessing the Services, the User needs to create an Account. During registration, the User will be asked to provide certain registration details, such as an email address, a password and the like. The Solution Provider may unilaterally change the list of information required at registration from time to time.

3.2Any information the User provides when creating an Account must be truthful, accurate, current and complete. If we have reason to believe that the information provided does not meet these requirements, we may refuse to register the User or to give the User access to the Services (in whole or in part), restrict access to the Services (in whole or in part), and terminate and/or suspend the Account.

3.3Once the email address provided by the User is confirmed (the Solution Provider decides how it is confirmed), the User will be able to sign in to the Personal Area and access the Services, and information from each Service integrated with the Solution will be shown in the Personal Area where technically possible. The Solution Provider and Service Providers may ask the User to take additional steps; in that case, the User must take them to get access to certain Services.

3.4When using the Solution and the Services, the User may act only in their own name. The User must ensure proper security and control of all identifiers, passwords and codes used to access the Solution and the Services, of the devices and equipment used to access the Personal Area, the Account and the Services, and of the passwords used to access the email address linked to the Account. The User may not sell, lend, share or otherwise give third parties access to their Account. We may terminate or suspend the Account if we find that the User has breached this provision.

3.5The Account must not contain misleading, inaccurate or fraudulent information, including, among other things, a fake phone number, an artificially created Account reputation or forged documents.

3.6Accounts are provided at our discretion. We reserve the right to reject any application to create an Account without giving reasons, and to limit the number of Accounts one User may have.

3.7To access the Personal Area, the User needs to enter their unique identifier and provide any other information the Solution Provider may request. Depending on the Services used, the Personal Area may show the following information:

the User’s personal data;
information about the User’s balances and the amounts of funds on them;
statistics on top-ups and spending of the balance;
information about operations made using the Services provided;
Service Provider data displayed with the User’s consent;
information about Fees;
other information about the User’s interaction with the Services and the User’s activity.

4.User eligibility

4.1To be eligible to register an Account and use the Services, the User must:

be an individual aged 18 or over whose legal capacity is not restricted;
not have been barred from using the Services before;
not have an active Account.

4.2The User undertakes and warrants that they:

comply with this Agreement and the other documents referred to in it, including all future changes to them, if any are made;
act in accordance with the law of their jurisdiction and any other Applicable Law;
are not prohibited from using the Solution and the Services under any law they must comply with. Depending on where the User is located, or where they access or try to access the Solution and the Services from, there may be factors that restrict or prevent such access. The User is responsible for complying with all laws and rules that apply to them in the country where they are and/or in the place from which they access the Solution and the Services;
will not use the Solution and the Services for purposes that are unlawful or prohibited by this Agreement;
have read, understood and fully agree to this Agreement as a whole and to each of its provisions separately.

4.3For access to certain Services, the eligibility criteria and/or the User’s warranties may differ from those above.

5.Changes to the eligibility criteria

5.1We may change the eligibility criteria at any time at our discretion. Where possible, we will notify the User before making changes. However, in some cases we may need to make changes without prior notice, including where:

the changes are made for legal and/or regulatory reasons; and/or
the changes are made in the User’s interest; and/or
other good reasons leave the Solution Provider no time for prior notice.

5.2If it is not possible to notify the User in advance, we will tell the User about the change as soon as possible after it takes effect.

6.Restriction of access, suspension and termination

6.1We may terminate, suspend or restrict the User’s access to the Solution or the Services (in whole or in part) at our discretion if:

the User breaches or has breached this Agreement and/or any other agreement made with the Solution Provider or Service Providers;
there are grounds to believe that the User’s use of the Solution and the Services breaches applicable laws and/or regulations;
there are grounds to believe that, when registering and/or at any other time, the User provided false, inaccurate, incomplete, misleading and/or fraudulent information;
the User did not provide information or a document requested by the Solution Provider within the time set, and/or the documents provided are forged or misleading;
the User did not take, refused to take or delayed taking the measures required by a decision of the Solution Provider, and/or refused to cooperate in a dispute to which the User was a party;
the User attempted (successfully or not) to gain unauthorised access to the Solution or a Service, to bypass or breach any security mechanism of the Solution or a Service, or to use the Solution or a Service in any other way that poses a security threat to us, a Service Provider and/or another User;
the User attempted (successfully or not) to disrupt the operation of the Solution and/or to damage software or hardware belonging to us or to other Service Providers;
the Solution Provider is required to take such action by applicable law and/or by an order of a competent state authority;
there are grounds to suspect that the person using the User’s Account is not the User, or that the Account has been or will be used for unlawful, fraudulent or unauthorised purposes;
there are grounds to suspect that more than one person has access to the same Account;
the User has an outstanding debt to a Service Provider;
any message sent to the email address given in the Account is returned as undelivered;
the User has taken actions that may bypass the Solution Provider’s controls, such as opening several Accounts without written consent or abusing promotions and other offers that we may make from time to time;
the User unreasonably fails to act at the stage of entering into the Agreement;
the User has not completed the registration process and/or another required process;
other grounds provided for by this Agreement apply.

6.2We will take reasonable steps to give the User proper notice of termination, suspension or restriction. However, there may be situations where the Solution Provider must refrain from giving such notice under Applicable Law or the internal policies of the Solution Provider and/or a Service Provider.

6.3The User acknowledges and agrees that:

the examples above of cases in which we may restrict access, suspend or terminate are not exhaustive;
the Solution Provider’s decision to take certain actions, including, among other things, restricting access, suspension or termination, may be based on confidential criteria that are essential to risk management and security protocols. The User agrees that we are not obliged to disclose to the User the details of risk management and security procedures.

7.Limits

7.1Service Providers may set and change limits on operations in the Services. Information about limits is given to the User in the Personal Area, and/or in the Service Terms, and/or in another way.

8.Identification

8.1If we are required to do so by law, by our internal policy or by the policy of a Service Provider, we may at any time introduce or change mandatory identification and/or verification procedures, require you to complete them and to provide documents confirming the information you have given. Failure to complete identification and/or verification is a breach of the Agreement and may lead to the suspension and/or termination of the use of all or some of the Services.

8.2By entering into this Agreement, you consent to us passing your data to Service Providers. In some cases, you will need to pass your data to Service Providers yourself to use the relevant Services; in that case, you allow the Service Providers to share your data with us.

8.3You allow us and Service Providers to carry out checks, directly or through third parties, including using third-party databases and other sources, to confirm your identity or to protect you and/or us and Service Providers against fraud, money laundering, terrorist financing and other financial crimes. Based on the results of such checks, we may take appropriate action.

8.4We reserve the right to monitor and review on an ongoing basis any information you have provided, where this is necessary to comply with internal policies, Applicable Law, sanctions programmes, embargoes, the requirements of legal process or requests from competent authorities.

8.5When making the relevant verification requests, we and/or Service Providers proceed on the basis that your personal data may be disclosed to identity verification agencies, and you acknowledge and understand this. Such agencies may answer our requests in full.

8.6We and/or Service Providers may require you to complete enhanced due diligence procedures, which may include providing additional personal information, additional records or documents, or taking part in in-person meetings with representatives.

9.Fees

9.1You agree to pay all applicable Fees related to the use of the Services, as shown in the Personal Area (where technically possible), or as communicated to you in the relevant Service Terms, or at the time of the operation, or in another agreed way.

9.2You authorise Service Providers to charge all applicable Fees due in connection with the use of the Services, according to the calculation method shown in the Personal Area (where technically possible) and/or at the time of the operation, or in another agreed way.

9.3The Solution Provider and other Service Providers may change the Fees from time to time, including by introducing new Fees.

9.4The Solution Provider’s Fees are remuneration for the technology and agency services provided by the Solution Provider (access to the service and the Personal Area, organisational support, interaction with the partner infrastructure, and arranging the issue and servicing of the Digital Instrument). The cost of the services of the Issuer and of other participants in the partner infrastructure may be included in the amounts payable and is shown to the User in the Personal Area.

9.5We aim to show accurate information about Fees, but occasionally there may be unintended typos, inaccuracies or omissions related to Fees. We reserve the right to correct any errors, inaccuracies and omissions at any time.

10.Intellectual property rights

10.1You acknowledge that all Intellectual Property Rights related to the Solution and the Services belong to us, to other Service Providers or to the relevant licensors. Service Providers retain all rights not expressly granted to you under this Agreement or otherwise.

10.2The User is granted a limited right to use the Solution under a non-exclusive, non-transferable, non-sublicensable and revocable licence that is valid only during the term of the Agreement and subject to compliance with all its provisions. Any other use beyond this licence is not permitted. When the Agreement expires or is terminated, all licences granted to you end, and you must immediately stop any use of the Solution and the Services.

10.3By uploading or otherwise providing any content when using the Solution, you automatically grant the Solution Provider and other Service Providers a worldwide, perpetual, revocable and royalty-free licence, including the right to sublicense, to use, copy, modify and distribute such content in order to provide and improve the Services.

10.4You warrant that any content you upload does not infringe intellectual property rights, does not invade privacy and does not violate other rights of third parties, and that you have all the rights or permissions needed to use it in the Services.

10.5Use of the Solution Provider’s trademarks, logos and other commercial designations without our express written permission is prohibited.

10.6In the event of any claims or disputes arising from your use of materials that infringe Intellectual Property Rights, you undertake to cover all related losses and expenses of the Solution Provider and/or Service Providers.

10.7The User may not, must not attempt to, and must ensure that they do not allow or help anyone else to:

bypass, disable or otherwise interfere with the security features of the Solution and the Services or the features that enforce restrictions on their use;
disassemble, reverse engineer, alter, translate, modify or decompile parts of the Solution or otherwise determine the source code of the Solution, except where expressly permitted by Applicable Law;
distribute, copy, modify, duplicate, rent, transfer, sell or otherwise dispose of the Solution or any of the User’s rights in it;
breach or abuse the password protection governing access to and use of the Solution;
interfere with the integrity or proper operation of the Solution, including by making an unreasonably large number of requests that may compromise the security or availability of the Solution and/or the Services, or that lead to the processing of information on the issue of Digital Instruments that are not subsequently topped up, or to failed operations with issued Digital Instruments;
use the Solution and/or the Services unlawfully or otherwise in breach of this Agreement. You must not use the Solution and/or the Services to take part in any unlawful transactions, actions or activities, including, among other things, money laundering, terrorist financing, smuggling and commercial bribery. If we suspect or detect any unlawful transactions, actions or activities, we will take all available measures at our discretion, including, among other things, suspending access to the Solution;
remove, hide, obscure or otherwise alter any notices of copyright, trademarks or other intellectual property rights (whether ours or third parties’) displayed in the Services or any part of them.

10.8Any improvements to the Solution and/or the Services arising from any feedback belong exclusively to us and to Service Providers and are deemed to be the intellectual property of us and of Service Providers. The User irrevocably and unconditionally assigns to us and to Service Providers all intellectual property rights that may arise for the User from such feedback and waives any copyright the User may have in it.

11.Third-party services

Access to third-party services

11.1The User may access certain Services provided by external and independent service providers (“Third-Party Services”) that are integrated with the Solution. The User acknowledges and agrees that:

Third-Party Services are provided directly by the third party and under its control, and we are not responsible for the quality and availability of their content, including its completeness, reliability, timeliness and freedom from errors;
we are not responsible for any action or omission of such a third party, including a Third-Party Service not working to a particular standard;
Third-Party Services are subject to the applicable terms and conditions of the relevant third party (which the User accepts when accessing such Services), and by using Third-Party Services the User deals directly with that third party;
the User’s ability to access Third-Party Services with their Account is in no circumstances a recommendation or endorsement of those Services by us.

Third-party access to usage data

11.2For the User to use Third-Party Services, we may need to provide certain data to the relevant third party. The User acknowledges and agrees that we may pass on any data (including, among other things, usage data) that the User provided to us when using the Solution. The User authorises, and agrees to, our passing on only the data necessary for the operation of the Third-Party Services requested by the User.

No warranty of the accuracy of third-party content

11.3We cannot and do not guarantee that any third-party content presented in a Service by the relevant third party is accurate, complete, reliable, current or error-free.

No liability for errors related to Third-Party Services

11.4If a transaction is not completed because of the actions of a third party, or an error occurs as a result of the actions of a third party, we are not liable for any claims, liabilities, expenses, losses, costs and/or demands arising in connection with such content or activity of the third party.

12.Liability

12.1The Solution Provider is not liable for any direct or indirect losses of the User, including, among other things, loss of profit, reputational costs, loss of data or inability to use the functions of the Solution, or losses caused by the actions of third parties.

12.2The Solution is provided “as is” and “as available”. The Solution Provider does not guarantee that the Solution will work without interruption, without errors or in a completely secure way, or that it will be available at any time or in any jurisdiction.

12.3The Solution Provider is not liable for:

actions or omissions of third parties, including failures, errors or unavailability of functions based on their solutions;
the impossibility of carrying out an operation for reasons beyond the Solution Provider’s control (including network failures, blocked transactions, failure of external processing and the like);
the User providing incomplete, inaccurate or outdated data, or the consequences of providing it;
the consequences of the User failing to meet tax, currency or other public-law obligations.

12.4The User is fully responsible for all actions taken with their Account, including where third parties gained access to it before the Solution Provider was notified of a possible compromise. The User undertakes to:

keep their means of access confidential, including logins, passwords, confirmation codes and other identifiers;
protect the devices used to access the Solution (including by installing up-to-date antivirus software, using password protection and updating software in good time);
avoid connecting to the Personal Area over public or unsecured networks without using secure communication channels;
protect the email account linked to the Account and not allow third parties to access it;
take reasonable measures to protect their digital identifiers and notify the Solution Provider immediately if they suspect that these have been compromised.

12.5The Solution Provider’s total liability to the User during the term of the agreement on all possible grounds, including obligations to compensate for losses, is limited to the amount of Fees actually received from the User in the three (3) calendar months before the event giving rise to liability, and in any case to no more than 100 (one hundred) USDT.

12.6Users must comply with all laws that apply to them. Users represent that they are not a sanctioned person and are not acting directly or indirectly on behalf of a sanctioned person. To the extent permitted by law, Users must inform the Solution Provider of any claims, lawsuits, legal proceedings or investigations against them or persons connected with them regarding sanctions by any sanctions authority immediately after they become aware of them.

12.7If a third party brings a claim or demand against the Solution Provider caused by the User’s breach of obligations or laws, the User undertakes to compensate the Solution Provider in full for any losses, including legal costs and other expenses, arising from such a claim or demand.

12.8The User agrees to defend, indemnify and hold harmless the Solution Provider, its affiliates and their directors, officers, agents, contractors and employees from and against any losses, liabilities, claims, expenses (including court and legal fees) and damage arising from, related to or resulting from the use of the Solution, a breach of the Agreement, or the posting or transmission of any materials through the Solution. This includes, among other things, any third-party claim that information or materials provided by the User infringe the intellectual property rights or other rights of that third party.

12.9This section of the Agreement applies to the maximum extent permitted by Applicable Law and does not limit the liability of the Parties where such a limitation is expressly prohibited by law.

13.Beta services

13.1We reserve the right to change or remove Services and/or their functions at any time without prior notice.

13.2From time to time, Service Providers may also offer the User Services or functions that are still in development (“Beta Services”). Beta Services are provided “as is”, without any warranties, express or implied. The User may decide at their own discretion whether to try such Beta Services. The User acknowledges that Beta Services may contain errors or defects and that any use of them is at the User’s own risk. The User acknowledges that a Service Provider may stop providing Beta Services at any time at its discretion and may never make them generally available.

13.3As a User, you agree that if the Services or Beta Services do not meet your expectations, your only remedy is to stop using them.

13.4The User is fully responsible for choosing and using Third-Party Services, and, notwithstanding other sections of the Agreement, we and our affiliates give no warranties, express or implied (by law or otherwise), and hereby disclaim all liability in respect of any such Third-Party Service.

14.Force majeure

14.1We are not liable for any delay or failure to perform our obligations under this Agreement if such delay or failure is caused by force majeure, including, among other things: fires, strikes, wars, floods and other natural disasters, power outages or failures, acts of state authorities, failures of computers, servers or the internet, criminal acts of third parties, and any other delays, failures or interruptions that could not have been foreseen.

15.Privacy of other people

15.1If, as a result of using the Solution and the Services, you receive information about another User, you must keep that information confidential and use it only in connection with the Services and always in accordance with Applicable Law. You may not disclose or distribute any information about a User to third parties or use it in any other way, except where this is reasonably necessary to use the Services.

16.Taxes

16.1You are solely responsible for determining and meeting all tax obligations that may arise for you in connection with the use of the Solution and as a result of accessing and using the Services. We make no representations regarding tax obligations, assume no tax obligations in respect of Users, and are not responsible for their tax obligations or for calculating, reporting, withholding or remitting any taxes arising in connection with the Solution and the Services you use. You acknowledge and agree that we do not give you any tax advice.

17.Special conditions

17.1The User represents and warrants that they are not included in any lists of persons subject to international sanctions. The User acknowledges that the Service may be unavailable in certain jurisdictions and that the User is solely responsible for (a) complying with export control laws and (b) monitoring changes to them. We may terminate this Agreement immediately if we reasonably believe that the User is in breach of this section.

18.Confidentiality

18.1Any personal information you share is treated as confidential. Such information may be passed to affiliates, business partners, Service Providers and other persons in accordance with the Agreement. Web analytics systems may collect data about the pages you view, how you found the Service, how often you visit and the like. The information we receive is used to improve the Services and may be used by us and by Service Providers to contact you by any suitable means and to give you information that we believe may be useful to you. More details are set out in our Privacy Policy.

19.Dispute resolution

Notice of claim

19.1If you have questions about the Solution and the Services, please contact us first. We aim to resolve your questions without formal legal proceedings as far as possible. If your question cannot be resolved straight away, you will be given a ticket number. Assigning a ticket number starts the internal dispute resolution procedure. We will try to resolve the dispute as quickly as possible. The parties agree to negotiate in good faith to resolve the dispute (such discussions remain confidential and are subject to the applicable rules that protect settlement negotiations from being used as evidence in any proceedings).

19.2If the dispute cannot be resolved satisfactorily and you intend to make a claim against us, you agree to set out the grounds for the claim in writing in a “Notice of Claim” as a form of prior notice. The Notice of Claim must: (1) describe the nature and basis of the claim or dispute; (2) state the specific remedies sought; (3) give the original ticket number; (4) give the email address of your Account. The Notice of Claim must be sent to our support on Telegram, @niceway_support. Once the Notice of Claim has been sent, the dispute described in it may be referred by us or by you to the appropriate proceedings.

19.3For the avoidance of doubt, referring the dispute to us for internal resolution and sending a Notice of Claim are preconditions for starting arbitration (or any other legal) proceedings.

19.4During the proceedings, the amount of any settlement offer made by you or by us is not to be disclosed to the arbitrator.

19.5You and we agree that, subject to the previous provision (Notice of Claim), any claim is to be heard by the courts of the country in which the Solution Provider is registered.

Limitation period

19.6Any legal proceedings against us must be started by filing and serving a Notice of Legal Proceedings within one year of the date on which the User making the claim first knew, or reasonably should have known, of the alleged act, omission or failure to perform obligations giving rise to the claim (the “Limitation Period”). For the avoidance of doubt, the Limitation Period includes the dispute resolution period provided for in this Agreement. The User is not entitled to any remedy in respect of a claim if a Notice of Legal Proceedings for it has not been filed and served on us within the Limitation Period. If the Limitation Period conflicts with Applicable Law, the User must bring any claim against us within the shortest period permitted by Applicable Law.

Notice of legal proceedings

19.7If we start proceedings against you, we will send you a notice to the email address you have given.

Class action waiver

19.8You and we agree that any claims against us may be brought in proceedings only on an individual basis. You waive any right to bring such claims, or to have them heard or decided, as a class action.

Governing law

19.9Except where Applicable Law requires otherwise or gives you the right to choose otherwise, this Agreement is governed by and interpreted in accordance with the law of the country in which the Solution Provider is registered.

20.Term and termination of the Agreement

20.1This Agreement is made for an indefinite term and remains in force until it is terminated in accordance with its provisions.

20.2If the User has no debt to us, the balance in the Personal Area is positive or zero, and the User has no Digital Instruments that have not been closed, the User may end the relationship by contacting support and following its instructions.

20.3Once the Account is deleted, access to the Services is no longer possible. Any monetary obligations of the Parties that arose before the date the Account was deleted remain until they are fully performed.

21.Changes

21.1We may unilaterally change this Agreement and other applicable documents, including the Service Terms. Please read this Agreement and the other applicable documents each time you access and/or use the Solution and the Services. You confirm and agree that accessing and/or using the Solution and the Services means that you accept the most current versions of the documents. If you do not agree to comply with the terms of this Agreement and the other applicable documents, you may not access or use the Solution and the Services.

21.2We notify the User of changes by publishing updated versions of the documents in the Personal Area and/or on the Website. Changes take effect when the new version of the document is published, unless other dates are expressly stated on publication. The User’s use of the Solution and the Services after the changes take effect is treated as unconditional acceptance of the updated terms.

21.3Updated information about Fees takes effect when it is published in the Personal Area or sent to the User’s email address. Carrying out operations in the Services after that confirms the User’s acceptance of the new terms on Fees.

22.Survival

22.1All provisions of this Agreement that by their nature survive the expiry or termination of the Agreement remain binding and continue to apply after such expiry or termination.

23.Invalidity

23.1If at any time any provision of the Agreement becomes unlawful, invalid or unenforceable in any respect, this does not in any way affect the legality, validity and enforceability of the remaining provisions.

24.Relationship of the parties

24.1Except for the Services expressly provided under an agency model in accordance with the Service Terms (including the Digital Instrument Service as regards arranging the issue and servicing of payment instruments), we are not your agent in performing this Agreement. For those Services, the Solution Provider acts as the User’s agent to the extent and on the terms set out in the relevant Service Terms. This Agreement must not be interpreted as creating an association, joint venture, partnership or franchise between the Parties or as evidence of one.

25.No waiver

25.1No delay or omission on our part in exercising any right or remedy under the Agreement is a waiver of its exercise in the future. The rights and remedies provided for in the Agreement are cumulative and do not exclude any other rights or remedies provided for by Applicable Law.

26.Set-off

26.1In addition to any legal or other remedy available under the Agreement or Applicable Law, we may set off any amounts you owe us under the Agreement.

27.Assignment

27.1You may not assign or transfer any of your rights or obligations under the Agreement without our prior written consent. We may at any time assign or transfer any of our rights or obligations under the Agreement to any person, including in connection with any merger, acquisition or other corporate reorganisation involving us.

28.Contact information

28.1We send information to the User through the Personal Area or using the contact details provided by the User. By giving us contact details (for example, an email address or a phone number), the User agrees to receive any information from us and from other Service Providers at those contact details, including information about changes to this Agreement. It is very important that your contact details are accurate and up to date. If your contact details change, please tell us immediately. We are not responsible if you do not receive important information or notices from us and from other Service Providers because your contact details are out of date.

28.2Communications between the User and us or other Service Providers, our explanations of the Agreement, and news, articles, newsletters and the like sent by us or by a Service Provider are not investment advice or recommendations, or an offer or recommendation to enter into any transaction.

28.3Personal messages sent to the User are considered received once the time normally needed to deliver a message by the relevant means of communication has passed. A message sent to the Personal Area, by email, by SMS or through a messaging app is considered received on the day it is sent.

28.4The User must immediately inform us and Service Providers of any data that has changed from what was provided before (for example, a change of personal or contact details), and of all circumstances that may affect the performance of the User’s obligations to us and to other Service Providers (for example, reorganisation, bankruptcy, enforcement or liquidation proceedings). On request, the User must provide a document confirming the change.

28.5The User must immediately notify us and other Service Providers of the loss of an identity document or of another means of identification or security feature.

28.6You agree that we may record and keep any phone calls, email correspondence, chats and any other forms of communication with you, including communications used to give instructions to initiate operations, and that such records may be used as evidence in any proceedings. These records are our exclusive property.

28.7If you communicate with us through Telegram or another online channel, bear in mind that the security of messages on the internet is not guaranteed. By sending unencrypted confidential messages, you accept the risks of such uncertainty and of a possible lack of confidentiality on the internet. The internet is not 100% secure, and third parties may intercept and read your data.

28.8For more information about us, you can visit our Website. If you have questions, feedback or complaints, contact our support team on Telegram: @niceway_support. Please note that this Agreement may specify different contact details for us for certain notices.

29.User support

29.1Our support team makes reasonable efforts to consider and resolve User requests promptly and effectively. However, the time it takes may vary depending on the nature and complexity of the issue.

29.2Do not use support to send abusive, defamatory, bad-faith or obscene messages, to manipulate the market, to spread false or misleading information, or to send messages that breach Applicable Law. Doing so may lead to the termination of your access to support and to possible restrictions on the availability of the Services to you.

29.3We reserve the right to remove, without prior notice, information you have posted that breaches Applicable Law or the Agreement.

30.Digital Instrument Service Terms

Status and roles of the parties

30.1Under this Service, the Solution Provider acts as the User’s technology and agency partner: it gives the User access to the service and the Personal Area, provides organisational support, interacts with the partner infrastructure, handles Users’ requests and performs agency functions when arranging the issue and servicing of virtual payment instruments in the User’s interest.

30.2The Solution Provider is not the issuer of payment instruments, does not own them and does not issue them. Payment instruments are issued and serviced by the Issuer; interaction with foreign financial partners and payment infrastructure providers is ensured by the Card Infrastructure Integrator.

30.3The User is the holder and beneficiary of the Digital Instrument issued in the User’s interest. The use of the Digital Instrument is governed by the terms of the Issuer and the rules of the payment infrastructure.

Provision of the Digital Instrument

30.4At the User’s request, a Digital Instrument may become available to the User. This instrument is issued by the Issuer within the partner infrastructure (interaction with which is ensured by the Card Infrastructure Integrator), not by the Solution Provider. To receive a Digital Instrument, the User may be required to provide additional information in order to assess and minimise the risks associated with the use of the Digital Instrument. The User consents to the collection, processing and transfer of information related to the Digital Instrument to the User personally, to the Solution Provider, to the Card Infrastructure Integrator and to the Issuer, and between these persons, to ensure the proper functioning of the Service.

30.5The User confirms that the data they provided to receive the Digital Instrument is current and accurate. If this information changes, the User undertakes to notify the Solution Provider promptly to ensure the correct use of the Service.

30.6The Digital Instrument is provided to the User to be used for lawful purposes and in accordance with the terms set by the Issuer. The User undertakes not to use the Digital Instrument for unlawful transactions. If suspicious or unlawful actions related to the use of the Digital Instrument are detected, the Issuer or the Solution Provider may temporarily suspend or fully block access to the Digital Instrument until all the circumstances have been clarified.

Functions of the Solution Provider

30.7The Solution Provider provides technology and agency services in respect of this Service and is not the issuer or owner of payment instruments. The role of the Solution Provider is to provide a secure and efficient digital environment for interaction between the User, the Card Infrastructure Integrator, the Issuer and other Service Providers, and to arrange the issue and servicing of the Digital Instrument in the User’s interest.

30.8The Solution Provider aims for maximum reliability and transparency of operations, making full control and monitoring possible. All transactions made with the Digital Instrument are shown promptly in the “Transaction history” section of the Personal Area. In addition to information about transactions, the User has access to a range of data on the status and use of the Digital Instrument.

30.9The Solution Provider also undertakes to advise and support Users when questions or difficulties arise. This includes, among other things, individual offers and Services that may be adapted to the User’s needs.

30.10If the terms of provision or operation of the Digital Instrument change, the Solution Provider undertakes to inform the User promptly, giving the User up-to-date information for making important decisions.

Fees

30.11Fees are charged for using the Services. Information about the current Fees is available in the Personal Area. The Solution Provider’s Fees for this Service are remuneration for the technology and agency services provided by the Solution Provider (access to the service, organisational support, interaction with the partner infrastructure, and arranging the issue and servicing of the Digital Instrument). The cost of the services of the Issuer and of other participants in the partner infrastructure may be included in the amounts payable and is shown to the User in the Personal Area.

Additional terms: inactivity of the Digital Instrument

30.12If there is no activity (a top-up or a debit) for 90 days from the issue of the Digital Instrument or from the last operation made with it, the instrument is considered inactive. In that case, the Solution Provider starts the process of closing it. All funds left on the instrument are transferred to the balance of the User’s Personal Area, less a fee for closing the instrument. The amount of this fee is set according to the Solution Provider’s tariffs current at the time of closing; information about the current tariffs is given to the User in the Personal Area.

30.13The User is notified by email of the upcoming closing of the instrument. Once the funds have been transferred and the instrument has been closed, no further activity with it is possible. The User is responsible for keeping track of the activity of their instruments in good time and for taking the necessary action.

Additional terms: inactivity of the Personal Area balance

30.14If no active operations (a top-up, or a debit for the issue and servicing of the Digital Instrument) are made on the Personal Area balance for 180 consecutive days, this is treated as inactivity of the Personal Area. When such inactivity is detected, a fee is charged. The amount of the Personal Area inactivity fee is set according to the Solution Provider’s current tariffs; information about the current tariffs is given to the User in the Personal Area.

30.15This measure is intended to encourage Users to make more active use of the service and their funds. Users are notified by email of an upcoming inactivity fee. The notice states the date from which the fee will be charged. The User can avoid the fee by initiating any active operation before that date.

Additional terms: changes to these fees

30.16The Solution Provider reserves the right to review and change the terms of the inactivity fee, including the percentage rate and the period after which the balance is considered inactive, as well as the closing fee. All changes are communicated to Users promptly in the Personal Area.

Advance top-up of the balance

30.17The User must top up the Personal Area balance before using certain Services. The minimum top-up amount is shown in the Personal Area and may change depending on current conditions and special offers. The User is informed of any change in the minimum amount in the Personal Area.

30.18The Solution Provider reserves the right to change the minimum top-up amount and the minimum balance depending on economic conditions or internal policies. All changes are communicated to Users in advance.

30.19If there are not enough funds on the balance of the Digital Instrument, a transaction with it is not carried out.

Responsibility for transactions

30.20The User is responsible for all transactions initiated with the Digital Instrument. If the Solution Provider becomes liable to the Issuer or to other third parties for any transaction arising in connection with the User’s Digital Instrument, the User must compensate the Solution Provider for the damages and penalties and hold it harmless from liability for such amounts. Amounts of damages and penalties may be withheld by the Solution Provider from the funds provided by the User.

Prohibition of unlawful use

30.21The User may not use the Digital Instrument for unlawful purposes, such as money laundering, terrorist financing and other prohibited activities. If such actions are detected, the Solution Provider may ask the Issuer to block or close the Digital Instrument. In addition, the Issuer or the Solution Provider may limit the size or type of transactions available with the instrument.

Security and precautions

30.22If the User believes that someone has made or may try to make an unauthorised transaction, the User may close the Digital Instrument using the functions of the Personal Area (where technically possible) or through support. Closing may take some time, and the User is responsible for transactions during this period.

Suspicious transactions

30.23In the event of unconfirmed or suspicious use, the Issuer or the Solution Provider may suspend operations until the circumstances have been clarified.

31.Solution Provider details

Company: EASTERN PACIFIC HOLDINGS LIMITED
Company address: Unit 1002, 10/F, Lippo Centre, 89 Queensway, Admiralty, Hong Kong
Registration number: 201229313D
Website: https://niceway.pro
Support: @niceway_support