GENERAL TERMS & CONDITIONS AND PRIVACY POLICY OF EFTY PAY B.V.

THESE GENERAL TERMS & CONDITIONS AND THE PRIVACY POLICY INCLUDED THEREIN APPLY TO ALL SERVICES PROVIDED BY EFTY PAY B.V. AND TO ALL AGREEMENTS (AS DEFINED BELOW). BY MAKING USE OF THE SERVICES OF EFTY PAY B.V., THE APPLICABILITY OF THESE GENERAL TERMS & CONDITIONS AND THE PRIVACY POLICY INCLUDED THEREIN ARE DEEMED TO BE ACCEPTED BY THE USER.

Chapter I General

Article 1 - Definitions

The following terms used in these Terms and Conditions and any Agreement with a capital have the following meaning:

Agreement: the agreement between Buyer and Seller for the sale and purchase of the Digital Asset for the Purchase Price with the use of the Services of the Service Provider.
Broker: the individual or legal entity described in the document named “Broker’s Mandate”.
Broker’s Mandate: the Mandate from Broker to the Service Provider as set out in the document named “Broker’s Mandate”.
Buyer: the individual or legal entity described in the document entailing the Buyer’s Mandate.
Buyer’s Mandate: the Mandate from Buyer to the Service Provider as set out in the document named “Buyer’s Mandate” attached to the Agreement.
Service Provider: Efty Pay B.V., a private limited liability company incorporated under Dutch Law, having its registered office in Groningen, the Netherlands, and having its business address at Zuiderpark 17 (9724 AG) Groningen.
Confidential information: all information of a confidential nature relating to a User or to the Service Provider which may become known to another User.
Custodian: the foundation under Dutch law, named Stichting Efty Pay Transaction Services, a foundation incorporated under Dutch Law, having its registered office in Groningen, the Netherlands, and having its business address at Zuiderpark 17 (9724 AG) Groningen.
Digital Asset: the domain name or other digital asset in relation to which either (i) a Seller or a Broker has made an offer for sale on a Platform and is or may become subject of an Agreement, or (ii) Seller or a Broker and Buyer have between themselves (outside a Platform) agreed upon the sale and purchase and wish to execute an Agreement through a Platform.
Fee: the fee owed by Seller to the Service Provider as set out in the Agreement.
GDPR: the General Data Protection Regulation 2016/679 of the European Union.
Mandatary: the Service Provider in its capacity as a mandatary in the sense of title 7 section 2 book 7 Dutch Civil Code based on a Mandate.
Mandatory: the Seller, the Broker or the Buyer respectively in its capacity as mandatory in the sense of title 7 section 2 book 7 Dutch Civil Code based of a Mandate.
Mandate: a mandate in the sense of title 7 section 2 book 7 Dutch Civil Code granted to the Service Provider as a Mandatary by either Seller according to the Seller’s Mandate or Broker according to the Broker’s Mandate or Buyer according to the Buyer’s Mandate, in either case acting as a mandatory.
Payment Processing Provider: a third party payment processing provider chosen by the Service Provider and made available on a Platform.
Platform: one of the digital service platforms supported by the Service Provider by which Digital Assets can be offered and accepted.
Principal: an individual or legal entity who has engaged the Broker in order to sell one or more Digital Assets on his/its behalf;
Purchase Price: the sum of the agreed upon purchase price for the Digital Asset and any and all applicable taxes, including Value Added Tax.
Seller: the individual or legal entity described in the document entailing the Seller’s Mandate or the Broker’s Mandate.
Seller’s Mandate: the Mandate from Seller to the Service Provider as set out in the document named “Seller’s Mandate” as attached to the Agreement;
Services: the services described in article 7 of the Terms and Conditions.
Terms & Conditions: the General Terms & Conditions of the Service Provider as set out in this document.
Transfer Information: depending on the nature of the Digital Asset and the transfer method this will be the information required to transfer the Digital Asset.
User: any legal entity or person who has registered for using the Website, a Platform and/or Services, including Buyer, Seller and Broker
User Profile: a profile created by a User on a Platform containing all relevant details of such User.
Website: one of the Platforms or websites used by the Service Provider.

Article 2 - Applicability

These Terms & Conditions apply to all use of the Website and the Services and all Agreements concluded by the Service Provider on behalf and in the name of Seller and Buyer .
These Terms & Conditions form an integral part of the Agreement between Buyer and Seller.
The Service Provider may change the Website and these Terms & Conditions, the Services and the Website at any time. Any change will take effect on the date it is made known to the User.

Chapter II User conditions

Article 3 - Legal capacity and authorization

User who is an individual guarantees and warrants (i) to be at least 18 years old when starting acting as a User and (ii) to have legal capacity to enter into any legally binding agreement.
User who is representing a legal entity guarantees and warrants (i) to be at least 18 years old when representing User starting to act as such, (ii) to be authorized to represent User entering into any legally binding agreement and (iii) to be authorized to agree to the Services on behalf of User and to grant a Mandate on behalf of User to the Service Provider to conclude an Agreement on behalf and in the name of User.
User and its representative will be personally responsible for the obligations under the the Agreement and the Terms & Conditions, including transfer and payment obligations.
If the Service Provider has any doubt about the authenticity of any instruction, notice, document or communication, the Service Provider has the right and discretion to require additional authentication.
The Service Provider is not liable for any loss or damage when acting on any instruction, notice, document or communication reasonably believed by the Service Provider to be genuine and originating from an authorized representative of the User.

Article 4 - Accessing and using the Website

The Website is owned by the Service Provider and provided to User.
Accessing or using the Website means that any User automatically agrees to these Terms & Conditions and that User will comply with these Terms & Conditions.
When a User visits the Website, the User should check the latest version of these Terms.
User will refrain from any illegal activity or otherwise unwanted behaviour when visiting or otherwise using the Website, in the broadest sense of the word.

Article 5 - Website information and liability

All information provided on or in connection with the Website is for general information purposes only. User is and remains solely responsible for the use and interpretation of the information on the Website.
While the Service Provider takes care in maintaining the Website, the Service Provider does not warrant that the Website and its content are accurate, complete, and current, or that the Website will be available, uninterrupted and free from error and malware.
To the extent the Website contains information from third parties or links to other websites, the Service Provider is not responsible for such information or links, nor the availability thereof.
The Service Provider is not liable for any damage a User may incur as a result of using the Website, the unavailability of the Website, or electronic communication with the Service Provider, unless such damage is the result of intent or gross negligence by the Service Provider.
This Website is intended for use within the EU. If User access this Website outside the EU, User is responsible for compliance with applicable local laws.

Article 6 - User Profile

In order to be able to purchase a Digital Asset or otherwise make use of the Services of the Service Provider, each User shall have a User Profile on a Platform.
User guarantees and warrants that the information included in the User Profile is true, correct and suitable for using the Website and the Services and for the sale and purchase of a Digital Asset.
When creating a profile, User will agree to these Terms & Conditions.
The Service Provider has the right to suspend, bar or permanently close a User Profile if the Service Provider, at its sole discretion, deems the behaviour of the User unwanted or the User acts contrary to these Terms & Conditions.
The Service Provider is not liable for any loss or damage caused by the suspension, barring or closing of a User Profile.

Chapter III Services and Agreements

Article 7 - Services

The Service Provider offers the following Services via the Website and a Platform:

advertising the offer of a Digital Asset by Seller;
agreeing to an offer of a Digital Asset on behalf of Seller and Buyer;
transferring the Digital Asset to the Buyer, or – in case the services of the Custodian are being used – the Custodian;
Receiving and accepting payments resulting from the Agreement on behalf of Seller and Buyer;
providing the Transfer Information to the Buyer, or – in case the services of the Custodian are being used – procuring the Custodian to do so;
any other acts subservient to the execution of the Agreement.

The Services of the Service Provider are made available via the Website.
On the Website the Service Provider hosts its Platform.

Article 8 - Fee and Price

Seller will owe to the Service Provider the Fee for the Services.
Buyer will transfer the Purchase Price to the Service Provider in accordance with the Terms & Conditions.
After receipt of the Purchase Price, the Service Provider will transfer the Purchase Price minus the Fee to Seller.
Both Seller and Buyer are fully responsible themselves for collecting and paying any and all taxes which are due in relation to any and all Agreements, including Value Added Tax. Seller and Buyer shall indemnify the Service Provider and hold the Service Provider harmless for any and all claims of third parties, including tax authorities, in this respect.

Article 9 - Payments

Payments by Buyer and Seller shall be processed via the Payment Processing Provider or such other method and to such bank account as the Service Provider may reasonably require.
The Purchase Price shall be paid by Buyer immediately after concluding the Agreement.
Payment by Buyer shall be made to the bank account made known to Buyer by the Service Provider.
The Service Provider is not liable for any loss or damage as a result of disruptions in the payments via the Payment Processing Provider or any other payment method.
If full payment in respect of any invoice is not received by the Service Provider by the due date then all amounts outstanding from Buyer to the Service Provider whether or not then payable shall automatically become due and, without prejudice to its rights, the Service Provider shall be entitled:

to cancel or suspend any further transfer to Buyer under any agreement;
to terminate the Agreement for all parties if payment is not received within fourteen (14) days of the date of the Service Provider's written notice that the amount is overdue.

All sums payable under the Agreement shall be paid in Euros or United States Dollars, unless otherwise agreed by the Service Provider and Buyer. In the event that a transaction requires a conversion of a currency, Service Provider may use the most favourable exchange rate as published by the European Central Bank for the relevant currency up to sixty (60) days prior to the date of settlement of the transaction by Service Provider with the Buyer.

Article 10 - Damaged Digital Assets

Risk of loss or damage to a Digital Asset shall pass to Buyer upon transfer of the Digital Asset to Buyer or the Custodian.

Article 11 - Warranties

The Service Provider disclaims to the fullest extent possible under applicable law all representations and warranties of any kind relating to the Services and to the Digital Asset, whether expressed or implied, including but not limited to (i) any warranty of merchantability or fitness for any particular purpose, (ii) any warranty that the Digital Asset will have any value or will meet Buyers requirements or expectations, (iii) any warranty that Buyer will be able to attain any specific results or value associated with the Digital Asset or the use thereof, and (iv) any warranty that the Digital Asset can be registered and used without infringing the right of a third party.
Except as otherwise provide in the Agreement, including these Terms & Conditions, Seller disclaims to the fullest extent possible under applicable law all representations and warranties of any kind relating to the Digital Asset, whether expressed or implied, including but not limited to (i) any warranty of merchantability or fitness for any particular purpose, (ii) any warranty that the Digital Asset will have any value or will meet Buyers requirements or expectations, (iii) any warranty that Buyer will be able to attain any specific results or value associated with the Digital Asset or the use thereof, and (iv) any warranty that the Digital Asset can be registered and used without infringing the right of a third party, provided however that Seller does warrant that the Digital Asset is free from any and all liens, charges, restrictions, mortgages, pledges, security interests and other encumbrances.
Seller and Buyer each represents and warrants that there is no action, suit, proceeding, arbitration, governmental inquiry, or proceeding pending or threatened against either of them relating to the Digital Asset, and that neither Seller nor Buyer is aware of any facts that could lead to such an action being threatened or instituted.
Without limiting the generality of the foregoing, Seller is not aware of any past or current trademark or copyright infringement demands, claims, or proceedings related to Digital Asset and has not received notice of such.
Seller represents and warrants that neither the execution of the Agreement or associated documents, nor the transfer of the Digital Asset, nor the consummation of any of the transactions contemplated by the Agreement will conflict with or violate any provisions of any agreement between Seller and a third party.

Article 12 - Intellectual Property

Apart from the Digital Asset as such, no intellectual property will transfer from Seller to Buyer or from the Service Provider to Buyer or Seller as a result of the Agreement.

Article 13 - Liability

The provisions of this article shall continue in force after termination of the Agreement.
Any liability of the Service Provider to Buyer and/or Seller will be excluded to the fullest extent possible under applicable law and moreover will be limited to the direct value gained by the Service Provider out of the relevant agreement.
Seller and Buyer (as the case may be) shall defend, indemnify and hold harmless and keep the Service Provider indemnified and held harmless against any and all claims, liability, loss, damage, cost, expense, fines, penalties or other sanction the Service Provider may suffer, sustain or incur which arises as a result of the Service Provider’s activities under the Mandate and the Agreement in the widest sense.
Buyer and/or Seller shall, as soon as it becomes aware of a matter which may result in a claim of either of them or a third party vis-à-vis the Service Provider:

give the Service Provider notice in writing of the details of the matter;
give the Service Provider access to and permit copies to be taken of any materials, records or documents as it may require to take;
allow the Service Provider the exclusive conduct of any proceedings and take whatever action the Service Provider requires to defend or resist the matter, including using the professional advisers nominated by the Service Provider provided that the Service Provider expressly acknowledges in writing its obligation to defend Buyer and/or Seller for the claim in question; and
not admit liability or settle the matter without the written consent of the Service Provider.

Article 14 - Data Protection

According to paragraph 6 section 1 subsection b of the GDPR, parties have to take measures in order to be authorized to use the personal data of end users outside the necessary use for the fulfilment of the Agreements, as such use is subject to previous explicit consent by Parties.
To meet the GDPR requirements in this respect parties agree that the provisions laid down in Chapter IV of these Terms & Conditions will be deemed to be included in any and all Agreements.
Both Seller and Buyer guarantee and warrant that appropriate technical and organisational measures will and have been taken in order to ensure that each party and its processing of personal data complies with the requirements of the GDPR and additional requirements or requests made by the Dutch Data Protection Agency and that the rights of the relevant data subjects are protected.

Article 15 - Confidentiality

Both Seller and Buyer agree and undertake that it shall keep confidential and shall not use for its own purposes, nor without the prior written consent of the other party disclose to any third party, all Confidential Information which may become known to that party from the other party, unless the Confidential Information was previously public knowledge, or already legally known to that party at the time of disclosure, or subsequently becomes public knowledge other than by breach of the Agreement, or subsequently comes lawfully into the possession of that party from a third party.
To the extent necessary to implement the provisions of the Agreement, each party may disclose Confidential Information to those of its employees as may be reasonably necessary or desirable, provided that, before any such disclosure, each party shall make those employees aware of its obligations of confidentiality under the Agreement and shall at all times procure compliance by those employees with them.
In any case, the Service Provider is allowed to share information in the performance of its obligations under the Agreement, including the names and details of the parties involved and the relevant Digital Asset(s). The previous includes the sharing of information for the purpose of marketing.
The provisions of this clause shall continue in force notwithstanding the termination or expiration of the Agreement.

Article 16 - Term and Termination

Both the Mandatory and the Mandatary may, at their sole option, terminate the Mandate by immediate effect providing notice to the other party to the relevant Mandate.
The Service Provider may, at its sole option, terminate the Agreement with immediate effect by providing notice to the parties to the Agreement.
Either Seller and Buyer shall be entitled to terminate the Agreement with immediate effect by notice in writing to the other party and the Service Provider if the other party:

loses the power of disposal over its capital or a significant part thereof;
loses its status as a legal entity;
is wound up or is factually liquidated;
is declared bankrupt;
offers a settlement in lieu of bankruptcy; or
applies for suspension of payment or starts proceedings under title three section two of the Dutch Insolvency Act or otherwise strives for a settlement of its debts.

Article 17 - Consequences of Termination

Upon termination of a Mandate for any reason:

The rights and obligations under the Mandate immediately cease;
Neither party shall have any claim against the other party for compensation of loss.

Upon termination of the Agreement for any reason:

all outstanding unpaid invoices rendered by the Service Provider in respect of the Digital Asset shall immediately become payable by Buyer after the date of the expiry or the termination of the Agreement (or sooner if the normal payment term expires within this period of time) and invoices in respect of a Digital Asset prior to termination but for which an invoice has not been submitted shall immediately be payable after the date of the invoice;
Neither Seller nor Buyer shall have any claim against the Service Provider for compensation for loss

Each party's accrued rights and liabilities and the rights and obligations of each party that are expressly or by implication intended to come into force upon, or remain in force following, the termination of the Mandate or the Agreement respectively, such as (but not limited to) provisions in respect of confidentiality, disputes and applicable law, shall survive any termination of the Mandate or – as the case may be – the Agreement but in all other respects neither party shall have any further obligation to the other under the Mandate or – as the case may be – the Agreement.
The granting of any notice of termination of the Mandate or the Agreement by the Service Provider shall entitle the Service Provider to request from Buyer security for the payment of any Purchase Price for the Digital Assets purchased pursuant to the Agreement.

Article 18 - Miscellaneous

Each party shall use its best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by the Agreement
In the event that any of the provisions contained in the Agreement shall be deemed invalid or unenforceable, than the remaining provisions shall be construed as if such invalid or unenforceable provisions were not contained herein, and the parties shall make a reasonable attempt to negotiate in good faith in order to replace such invalid or unenforceable provisions by valid and enforceable provisions which as closely as possible meet the intention of the parties when inserting the original provisions.
No variation or amendment to the Agreement shall be effective unless confirmed in writing or by digital confirmation on an Platform by authorised representatives of the parties.
Buyer shall not be entitled by reason of any set off, counter-claim, abatement or other similar deduction to withhold payment of any amount due to the Service Provider.
The Agreement is personal to Buyer and Buyer may not assign, transfer, sub-contract or otherwise part with the Agreement or any right or obligation under it without the prior written consent of Service Provider.
The Service Provider may assign, transfer, sub-contract or otherwise part with the Agreement or any right or obligation under it.
Any demand, notice or other communication given or made under or in connection with the Agreement shall be in writing and shall be given as the case may be, either personally, by post (pre-paid first class or air mail as appropriate) to the addresses set out in the documents named “Seller’s Mandate”, “Broker’s Mandate” and “Buyer’s Mandate” or by email provided that receipt by the (authorized representative of) the envisaged recipient can be proven by the sender.
The Agreement constitutes the entire agreement between the parties, and supersedes any and all prior agreements or understandings, written or oral, relating to the subject matter thereof. No other promises, agreements, or understandings, written or oral, shall be binding upon the parties with respect to this subject matter unless contained in the Agreement.
Each party acknowledges that the other party will be irrevocably harmed and will have no adequate remedy at law if a party fails to perform any of its obligations under the Agreement. It is accordingly agreed that, in addition to any other remedies which may be available, each party shall have the right to obtain injunctive relief to restrain a breach or threatened breach of, or otherwise obtain specific performance of the other party’s covenants and other agreements contained in the Agreement.
If any legal action or other proceeding is brought for the enforcement of the Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of the Agreement, the successful or substantially prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may obtain.

Chapter IV Privacy Policy

Article 19

This privacy policy explains how the Service Provider handles information about an identified or identifiable natural person, within the meaning of the GDPR.
This privacy policy applies to the following categories of natural persons of whom the Service Provider processes personal data: Users and potential users, visitors to the Service Provider, visitors of the Website, those who receive digital communications from the Service Provider.

Article 20 - Processing of personal data

The Service Provider processes personal data which:

are provided by the data subject himself either physically or digitally, through e-mail or web forms on the Website, such as contact data and other personal data;
are generated during a visit of the data subject to the Website or during his reading of digital communications, such as the IP-address, the surfing behaviour on the Website, the pages looked at and the manner of navigating throughout the Website, whether the data subject opens a digital newsletter or commercial e-mail and on which items thereof the data subject clicks;
the Service Provider has collected from other sources, including business social medias such as LinkedIn, public business websites, the trade register of the Chamber of Commerce, the Cadastre, such as filled out and required contact data and other personal data.

Article 21 - Cookies and hyperlinks

On its Website the Service Provider uses cookies. The Website use functional cookies and analytical cookies with the aid of a third party. The Website contains hyperlinks to websites of other parties and social media buttons of Twitter, Google+ and LinkedIn. If these buttons are clicked on, the personal data are processed by the relative social media platform. The Service Provider is not responsible for the contents of those websites or the services of those social media platforms. Neither is the Service Provider responsible for the privacy policy and the use of cookies on those websites and social media platforms. For an answer to the question how Twitter, Google+ and LinkedIn handle personal data please refer to the privacy policy of these platforms.

Article 22 - Purposes processing

The Service Provider processes personal data for the following purposes:

executing an agreement relating to the Services, concluding and executing Agreements, and invoicing;
complying with a legal obligation;
maintaining contact, by sending the digital newsletter, invitations for gatherings and information where the data subject himself has asked for;
improving product and service information and carrying out specific marketing activities, to be able to provide relevant information to clients/target groups, without involving particular personal data or confidential data in the combination and analysis of the data needed for this purpose and without creating individual User Profiles;
keeping records of user statistics. User statistics of the Website provide information about the numbers of visitors, the duration of the visit, which parts of the Website are looked at and the click behaviour. These are generic reports which cannot be traced back to individual visitors;

Article 23 - Legal ground

The Service Provider processes personal data on the basis of one or more of the following legal grounds:

consent of the data subject, which can be withdrawn at any time; the withdrawal of consent does not affect the lawfulness of processing based on consent before the withdrawal;
performance of an agreement to provide legal services, including invoicing to third parties;
legal obligation, which requires the Service Provider to collect information and to record it;
legitimate interest, such as the use of contact data for sending the Service Provider newsletter.

Article 24 - Processors

For the processing of personal data the Service Provider may engage service providers (processors) who exclusively process personal data in accordance with the instructions of the Service Provider.
The Service Provider concludes a processing agreement with the processors which meets the requirements laid down in the GDPR.

Article 25 - Sharing personal data with third parties

the Service Provider shares personal data with third parties, if this is necessary for conducting a case or for complying with a legal obligation.
For executing the Services by the Service Provider it can be necessary to share personal data within the scope of an Agreement or for concluding an agreement (with the other contracting parties), for invoicing.
The Service Provider does not use user personal data for commercial purposes of third parties.

Article 26 - Transfer outside the EEA

In principle the Service Provider does not transfer personal data to countries outside the European Economic Area (EEA). Should this nevertheless be necessary, the Service Provider ensures that transfer only takes place if the European Commission has indicated that the concerning country offers an adequate level of protection or if there are appropriate guarantees within the meaning of the GDPR.

Article 27 - Retaining data

The Service Provider does not retain personal data any longer than is necessary.

Article 28 - Changes

The Service Provider may at all times change this privacy policy. The changes are published on the Website. It is wise to consult this privacy policy regularly in order to become aware of possible changes.

Article 29 - Rights, questions and complaints

A data subject has the right to request the Service Provider to grant him access to his personal data, to rectify, delete or transmit them and to limit the processing and he has the right to object against the processing. In this respect a subject data can contact the Service Provider by sending an e-mail to [email protected]. If there are questions about the manner in which the Service Provider processes personal data User can contact the Service Provider by sending an e-mail to the aforementioned email address. The Service Provider shall endeavour to resolve the problem satisfactorily. If the Service Provider should not be able to do so, User can turn to the Personal Data Authority.

Chapter V Disputes and applicable law

Article 30 - Disputes and applicable law

The construction, validity and performance of (the use of) the Website, the Services and the Agreement and all non-contractual obligations (if any) arising from or connected therewith shall be governed by the laws of the Netherlands.
User, Seller, Buyer and the Service Provider agree to submit to the exclusive jurisdiction of the District Court of Northern-Netherlands, location Groningen (the Netherlands), over any claim or matter (including any non-contractual claim) arising under or in connection with the (use of) the Website, the Services and/or the Agreement.
For the avoidance of doubt, the provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.