PLEASE READ THESE TERMS TOGETHER WITH THE POLICIES (EACH AS DEFINED BELOW) CAREFULLY BEFORE USING THE LUNU SERVICES, SUCH AS THE WIDGET AND THE POS TERMINAL (HEREINAFTER THE LUNU SERVICES). BY REGISTERING FOR A LUNU ACCOUNT, CONTINUED HOLDING OR USE OF AN ACCOUNT OR USE THE LUNU SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE FULLY UNDERSTOOD THESE TERMS IN THEIR ENTIRETY, AND YOU AGREE AND ACCEPT THESE TERMS IN THEIR ENTIRETY AS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND LUNU (AS DEFINED BELOW). IF YOU DO NOT ACCEPT ANY PROVISION OF THESE TERMS (OR ANY PART THEREOF), PLEASE DO NOT APPLY FOR THE WIDGET OR THE POS TERMINAL, REGISTER FOR THE LUNU ACCOUNT OR USE THE LUNU SERVICES. IF YOU ARE UNDER 18 YEARS OF AGE, YOU WILL NOT BE ELIGIBLE TO APPLY OR REGISTER FOR THE USE OF THE WIDGET, THE POS TERMINAL, THE LUNU ACCOUNT OR ANY OTHER PART OF THE LUNU SERVICES.
1. Contractual partner for the Lunu Service
UAB Lunu Europe, Gedimino pr. 44A-201, Vilnius, registered in Lithuania under the number 305774629 in the State Enterprise Centre of registers of Lithuania and represented by the Director, Pavlo Denysiuk (from now onwards “Lunu”).
Lunu provides a technical solution which enables the Retailer to accept cryptocurrencies as payment from their customers (the “Customers”) and be paid in local currency to the Retailer's bank account (the “Lunu Services”).
Lunu sells POS Terminals (“POS Terminals”) and provides the Retailer with an online widget (“Widget”) for accepting cryptocurrencies through the Lunu Services at the pointof sale (“POS”) from Customers on behalf of the Retailer, stores and exchanges cryptocurrencies with subsequent delivery of funds in local currency to the Retailer's bank account.
2. Right to use the Lunu Services, Sign Up, Retailer Console and password
In order to be eligible to apply for and use the Lunu Services, the Retailer's Representative must be resident in an eligible country. In order to be eligible to use the Lunu Services, the Retailer's Representative must be at least eighteen (18) years of age, and have full power and capacity to accept these Terms.
The Retailer must represent and warrant to Lunu in opening an account with Lunu, that the Retailer is not acting on behalf of or for the benefit of anyone else.
Specifically, the Retailer's Representative must not be a resident in any of the following restricted locations: Afghanistan, Crimea Region, Cuba, Eritrea, Iran, Iraq, Kosovo, Lebanon, Libya, Myanmar, North Korea, Palestinian Territories, Syria, Somalia, South Sudan, Sudan, Venezuela and Yemen. The Retailer's Representative hereby represents and warrants that he/she is not located in a restricted location.
In order to use the Lunu Services, the Retailer must sign-up for the Lunu Services and create a profile on the Lunu Platform (“Retailer Console”).
To access the Retailer Console, the Retailer must fill out the appropriate registration form on the website and accept the Terms and Conditions by checking the appropriate box. When setting up the Retailer Console, the Retailer has to choose a password that protects access to the Retailer Console.
The conclusion of contract with Lunu is completed when the Retailer accepts Lunu's Terms and Conditions in the sign-up flow. The Terms and Conditions are also available on Lunu's Website also in durable format for download and print-out.
When setting up the Retailer Console, the Retailer must set up a username and a password that protects access to the Retailer Console.
The password must be secure. The Retailer shall: (i) keep the login data (username and password) for its Retailer Console secret; (ii) not disclose its login data for the Retailer Console to any third party; (iii) take appropriate safeguards in accordance with good industry practices to prevent unauthorised access to the Lunu Services.
The Retailer is responsible for maintaining the confidentiality of its login details for its Retailer Console and for any activities that occur under its Retailer Console.
If the Retailer believes that a third party may know its password, it must change said password without undue delay. If the Retailer suspects that the password has been misused or the Retailer Console has been compromised in any other way, the Retailer shall inform Lunu without undue delay via an email to: email@example.com.
The Retailer shall provide all such Retailer Information as may be requested by Lunu and deemed by Lunu necessary for purposes of determining whether to approve of your account registration and determine the scope of services the Retailer is eligible to receive from Lunu.
The Retailer hereby agrees to:
3. Lunu Widget, Pay-by-Link, POS Terminal
Lunu offers the following services to retailers:
POS Terminal. If a Customer wants to pay with cryptocurrencies at POS, the Retailer will have to enter the purchase price in local currency into the POS Terminal. Thereafter the final amount in crypto currency based on the best available exchange rate at that point in time will be displayed with a QR code. The Customer needs to scan the QR code with their mobile device and makes the payment.
Pay-by-Link. In the Lunu Console, the Retailer can generate payment requests, setting the amount to be paid, Customer's name, email and other payment details (order ID, currency, invoice attachment) and sharing a one-time link to the Widget with Customers by email to facilitate payments through the Lunu Service anywhere in the world ("Pay-by-Link"). Using the link from the received email, the Customer launches the Widget and makes the payment.
Lunu has agreed to provide the Retailer with access to its Pay-by-Link solution globally, pursuant to the terms of this Agreement.
Widget. In this Agreement, “Widget” means the software code supplied by Lunu to be integrated with the Retailer's platform in order to enable Customers to view prices displayed in, and pay for products on the Retailer's e-commerce platform in cryptocurrencies through the Lunu Services.
The Retailer shall download and integrate the Widget with its e-commerce platform and Lunu grants the Retailer a non-exclusive, non-transferable license to download, integrate and use the Widget for the purpose of displaying prices to and accepting payment from Customers in cryptocurrency through the Lunu Services, in accordance with and subject to the Terms and Conditions of this Agreement.
If the Customer chooses to pay with crypto currencies, the Widget is activated and displays the final amount in crypto currency based on the best available exchange rate as described in Section 4, along with the QR code generated. If the Customer agrees to the exchange rate offered he/she needs to scan the QR code with their mobile device and it will initiate the transaction.
4. Conversion, pay-out, refund
The Retailer appoints Lunu as its agent solely for the limited purpose of accepting cryptocurrency from the Customers on the Retailer's behalf in connection with the Retailer's sale of goods and services to Customers. Payment from a Customer to Lunu is considered the same as payment made directly to the Retailer by the Customer. Upon a Customer's payment of cryptocurrencies to Lunu, the Customer's paymentobligation to the Retailer for an amount equal to the cryptocurrency transferred to Lunu is terminated, and Lunu is instead responsible for transferring an amount of funds to the Retailer that is equal to the amount of cryptocurrency received from the Customer. The Retailer's recourse is only against Lunu if Lunu fails to transfer the corresponding amount of funds to the Retailer.
Lunu shall determine the exchange rate applicable to: (i) any fiat currency amounts entered by the Retailer into the Lunu Services for the purpose of displaying prices in cryptocurrency to Customers; (ii) any transfer of funds to the Retailer; and (iii) any refunds paid by the Retailer to the Customer, in each case by selecting from the rates made available by third party providers integrated with the Lunu Services at the time of the transaction. Lunu does not warrant that the exchange rate applied to such payments will be the best available on the market.
If the total balance is not less than respectively 200 (two hundred) EUR or 200 (two hundred) GBP or 500 (five hundred) USD, Lunu will transfer the funds to the Retailer's bank account daily, minus the Lunu Services fees (cf. Section 7).
5. Availability of Lunu Service
Lunu provides an average availability of 99.9% (based on the calendar year) of the Lunu Service.
The Lunu Service shall be deemed to be available if it is available via the Internet. This connection exists if the Lunu Services allow a diagnostic request from the widget or POS Terminal(s).
Maintenance times are not taken into account when determining availability:
To ensure the quality and further development of the platform, Lunu may announce maintenance windows, in which it may be that the Lunu Services are not provided. This time is not taken into account when calculating availability. As far as possible, Lunu will set the maintenance windows to times of low capacity utilization. Maintenance windows will be announced to the Retailer by Email provided by Retailers or in the Retailer's Console and with due advance notice.
The calculation of availability also does not take into account such times in which the Lunu Services are not available due to urgent adjustments or updates of the IT infrastructure used for the systems to eliminate security gaps, acutely unstable software/hardware or even in the event of imminent danger, such as ongoing attacks. In these cases, Lunu can also schedule unplanned and unannounced maintenance times. Lunu will, however, try to inform the Retailer immediately and to keep the Retailer informed of the status of processing.
The Retailer is solely responsible for: (i) procuring and maintaining its network connections and telecommunication links from its systems in order to access and use the Lunu Services; (ii) ensuring that its network and systems, including any internet browsers and operating systems, comply with any relevant specifications provided by Lunu in writing (including email) from time to time. Lunu shall not be responsible for down-times due to lack of internet connectivity or technical difficulties on part of the Retailer, or any failure by the Retailer to maintain its browsers, systems and network in accordance with any specifications provided by Lunu.
Lunu has the right to suspend the Lunu Services temporarily if this is necessary in view of the security or integrity of the servers or to carry out technical measures, and if this serves the proper or improved provision of the Lunu Service. Such suspension shall also not be taken into account with regard to availability.
6. Settlement Statements
Lunu shall make available to the Retailer, through the Retailer's Console, settlement statements setting out the amounts collected by Lunu on behalf of the Retailer.
The Retailer shall regularly retrieve and check the settlement statements. The Retailer must notify Lunu of any dispute in relation to the settlement statements within six (6) months of such statements being made available on the Lunu Services.
7. Service Fees and payment terms
The applicable service fees for the Lunu Services are 1% of each amount transferred to the Retailer by Lunu in connection with the provision of the Lunu Services (“Service Fees”). The Retailer shall pay the Service Fees as set out in Appendix 1 at the same time as the payment of the fiat currency transaction amount to the Retailer, and Lunu shall deduct the Service Fees from the amount of fiat that Lunu transfers to the Retailer's account.
All Service Fees are payable in the fiat currency transferred to the Retailer by Lunu and are inclusive of value added tax (or any equivalent tax in any jurisdiction).
8. Retailer's obligations
The Retailer shall inform the Customer prior to accepting the Customer's payment in cryptocurrencies that: (i) a payment with cryptocurrencies cannot be reversed and that the Customer cannot receive a refund in local currency but only in the currency that was used for purchase (ii) the Customer will receive the refund in cryptocurrency but equal to the amount of the local currency inputted by the Retailer at the time of the initial purchase; (iii) this amount will be converted at the time of the refund using the best available exchange rate determined in accordance with section 4 above, less any applicable network fees as set out in Appendix 1.
The Retailer is obliged to keep the information provided in the Retailer Console up-to-date and accurate.
9. Special Provisions for the sale of POS Terminals (only applicable if the Retailer chooses to buy a POS Terminal)
The Retailer may place orders for POS Terminal(s) through the Retailer Console (each, an “Order”) once the Retailer has received access to the Console.
The Retailer may log into the Retailer Console and select “Order Terminal” in the website menu. The Retailer then selects the device(s) and adds them to the shopping cart. On the following page the Retailer will receive an overview over the data submitted and can correct it if necessary, by clicking on the "back" button. By clicking on "buy now", the Retailer is placing a binding order for the POS Terminal(s) and related items in the shopping cart.
Each Order constitutes an offer by the Retailer to purchase the POS Terminal(s) specified in that Order in accordance with this Agreement. The Retailer is responsible for ensuring that any information submitted by it in connection with an Order is complete and accurate.
Once the Retailer has submitted the Order, Lunu will send an Email confirmation of the Order to the Retailer's Email as provided in the Retailer Console as well as an invoice.
Each Order shall only be deemed accepted when Lunu issues an email acceptance of the Order to the Retailer, at which point the contract for the sale and purchase of the POS Terminal(s) shall come into existence.
The price of any POS Terminal(s) (the “Purchase Price”) displayed on the Lunu Console includes any applicable value added tax (or equivalent tax in any jurisdiction) and includes the cost and charges of packing, insurance and transport of the POS Terminal(s) to the address specified in the Order.
By submitting an Order, the Retailer acknowledges that it will be under an obligation to pay for the POS Terminal(s) in that Order. Lunu shall provide the Retailer with an invoicein respect of the Purchase Price due upon acceptance of the Order, and the Retailer shall pay any such invoice promptly and in any event within 30 (thirty) days of the date of the invoice. The Order shall be paid, without any deduction, in EUR by wire transfer to the bank account of Lunu as indicated in the invoice. Shipment of the POS Terminal(s) will take place after the Order is submitted.
Lunu shall ship any POS Terminal(s) to the address set out in the Order (the “Delivery Location”). Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Lunu shall not be liable for any delay in delivery of the POS Terminal(s). The risk and title in the POS Terminal(s) shall pass to the Retailer on delivery of the POS Terminal(s) in accordance with this section 9.
Any samples, drawings or advertising produced by Lunu and any descriptions or illustrations contained on the Lunu Services or Lunu’s website are produced for illustrative purposes only. The Retailer acknowledges that the POS Terminal(s) may vary in non-material respects from any images and descriptions provided by Lunu and, to the extent permitted under applicable law, Lunu excludes any warranties, representations or conditions that the POS Terminal(s) will match any descriptions or illustrations provided by Lunu.
The Retailer must immediately inspect the POS Terminals delivered by Lunu in accordance with Section 377 HGB (German Commercial Code) and report any defects without undue delay.
The Retailer's claim for supplementary performance is limited to a claim for delivery of an equivalent defect-free replacement POS Terminal. The Retailer's right to revoke the contract or to reduce the purchase price shall remain unaffected.
Defects in the software are treated as material defects. However, a defect only exists if the software of the POS Terminal deviates significantly from the functions described in the documentation of the POS Terminal and this leads to a significant functional restriction without any objective reason (e.g. upgrade in the meantime, changed legal requirements). Minor defects are not significant.
The defects liability period is one (1) year from delivery of the POS Terminal(s) purchased. This limitation period also applies to contractual and non-contractual claims for damages by the Retailer based on a defect in the POS Terminal(s), unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would leadto a shorter limitation period in individual cases.
The limitation periods of the Product Liability Act remain unaffected by this.
For other damage claims of the Retailer, solely the statutory limitation periods apply.
10. Intellectual Property Rights
Except as expressly set out in this Agreement, Lunu does not grant the Retailer any rights to or licenses in respect of the Lunu Services or the Firmware.
Unless permitted by the mandatory legal provisions of Sections 69d paragraphs 2 and 3, 69e UrhG (German Copyright Act), the Retailer will not, when using the Lunu Services and POS Terminal(s):
11. Data Protection
Each Party agrees that it shall process all Customer personal data in accordance with applicable privacy laws.
The Retailer grants Lunu a license to access, download and use any data it uploads to the Lunu Console (including any data related to transactions by Customers) (the "Retailer Data”) for the purpose of:
The Retailer represents and warrants to Lunu that it has the necessary right, title, interest and consent, and has, where required under applicable law, provided notice to Customers and any other individuals, in each case as necessary to allow Lunu to use the Retailer Data in accordance with this Agreement.
The Retailer shall maintain a backup of the Retailer Data, and Lunu shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss or failure to store any Retailer Data.
12. Confidential Information
Each Party may be given access to information from the other party that is identified as confidential or proprietary or which is, by its nature, clearly confidential or proprietary ("Confidential Information") in order to perform its obligations under the Agreement. A Party's Confidential Information shall not be deemed to include information that:
Each Party shall hold the other party's Confidential Information in confidence and, unless required by law, shall not make the other Party's Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.
Each Party shall take all reasonable steps to ensure that the other Party's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
Each Party shall take a backup of its own Confidential Information and shall not be responsible to the other Party for any loss, destruction, alteration, or disclosure of Confidential Information.
13. Term and Termination
The Retailer can terminate Lunu Service at any time upon written notice, by email to: firstname.lastname@example.org.
Lunu may terminate the Agreement by giving the Retailer not less than eight weeks’ written notice.
Without prejudice to any rights and remedies available to it, either Party may terminate the Agreement at any time with immediate effect on giving notice in writing to the other Party, if that other Party:
On termination of this Agreement for any reason:
Termination of this Agreement for whatever reason shall not affect any rights or remedies of the parties that have accrued up to the date of termination.
Any provision of this Agreement that expressly or by implication is intended to come into force or continue in force on or after expiry or termination of this Agreement shall survive and continue in full force and effect.
Lunu reserves the right to deny Retailer in providing of Lunu Services or immediately suspend or close Retailer's Account without notice if Lunu becomes aware or reasonably suspects, in Lunu's reasonable discretion, that Retailer will be using or have used its Account to engage in illegal activities or misconduct in violation of applicable laws or regulations. Lunu reserves the right to monitor, review, store and/or disclose any information at any time as necessary to comply with any applicable law, regulation, sanctions program, legal process or governmental request.
Nothing in this Agreement shall exclude or limit Lunu's liability to the Retailer in the event of:
Subject to the above, Lunu shall not be liable to the Retailer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any of the following losses (whether direct or indirect):
Lunu's aggregate liability for all claims arising under this Agreement in any calendar year in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to any amounts paid or payable by the Retailer to Lunu in that calendar year.
Any notice given under or in connection with this Agreement shall be in English. All other documents provided under or in connection with this Agreement shall be in English, or accompanied by a certified English translation. The English version of this Agreement and any notice or other document relating to this Agreement shall prevail if there is a conflict.
16. Changes to Lunu Services and to these Terms and Conditions
Any amendments or changes to these Terms and Conditions as well as the agreed pricing shall be proposed to Retailer in text form, e.g. by Email to the address providedin the Retailer Console, no later than four weeks before their proposed date of entry into force. The Retailer may object to such changes before their proposed date of entry into force in which case the Lunu Service is automatically terminates. The amendments shall be deemed to have been approved by the Retailer, unless the Retailer has objected before their proposed date of entry into force. Upon the offer of such changes and amendments the Retailer may also terminate the agreement free of charge with immediate effect before the proposed date of entry into force of the amendments.
Save as set out in this Section 16, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17. Applicable Law; Jurisdiction
The business relationship between Lunu and Retailer and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Germany.
Exclusive place of jurisdiction for all legal disputes arising from or in connection with the business relationship shall be the competent courts of Berlin, Germany.
18. KYC, AML Obligations
Lunu complies with anti-money laundering and know your customer (“KYC”) requirements applicable in the jurisdictions in which the service is provided, including but not limited to the customer due diligence requirements set out in the EU Fifth Anti Money Laundering Directive (2015/849/EU) as such Directive has been implemented into the laws of the UK and each EU member state. Lunu represents and warrants to the Retailer that it shall at all times comply with all applicable anti-money laundering and know your customer requirements in each jurisdiction in which the service is provided, including performing all necessary customer due diligence, as required by applicable law.
Where required by applicable law, Lunu shall ask Customers to provide KYC documentation through a special partner service which may include:
Further, Lunu monitors transactions in excess of 500 euros. Transactions from suspicious crypto addresses or sanctions lists may not be accepted. Transactions that fail verification are subject to return to the sender's cryptocurrency address or another cryptocurrency address specified by the client, excluding network fees, unless prohibited by applicable law.
19. Ineffectiveness of individual clauses
If any provisions of these Terms and Conditions is or becomes invalid or unenforceable in whole or in part, the validity, enforceability and feasibility of the remaining provisions of these Terms and Conditions shall not be affected thereby. The valid, lawful and enforceable provision which reflects as closely as possible the spirit and economic purpose of these Terms and Conditions and the original intention of the parties.
20. Representations, warranties, undertakings and indemnities
Lunu represents and warrants to the Retailer that:
This agreement shall not act to exclude or limit any warranties implied under applicable law in relation to Lunu's performance of its obligations under this agreement.
Lunu undertakes to ensure that the Lunu Services is provided:
Lunu will indemnify, keep indemnified and hold harmless the Retailer and/or any member of its group from and against all costs, expenses, liabilities, losses, damages, claims, demands, proceedings or legal costs and judgments which the Retailer and/or any member of its group incurs or suffers as a result of or in connection with: any claim, demand or action by any third party that the performance, receipt or use of the Lunu Services by the Retailer infringes or misappropriates the intellectual property rights of any third party; save as expressly set out in this Agreement, all representations, warranties, conditions and all other terms of any kind whatsoever imply by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement, and Lunu gives no representations, warranties, conditions or other terms of any kind in respect of the Lunu Service, the POS Terminals or the Firmware, whether express or implied, including (but not limited to) warranties of satisfactory quality, merchantability, fitness for a particular purpose or non-infringement.
Events outside a party's control
Neither Party shall be liable to the other Party for any delay or non-performance of any of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, Internet failure, act of God, act of a third party unless an approved sub-contractor of Lunu, war, fire, flood, explosion, or civil commotion. Notwithstanding the foregoing, nothing in this section shall excuse the Retailer from any payment obligation under the Agreement.
No forbearance or delay by either Party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
No partnership or agency
Save as expressly set out in this Agreement, nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to makeor enter into any commitments for or on behalf of any other party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.