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 Services
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 Terminals (“Terminals”) and provides the Retailer with an online widget (“Widget”) for accepting cryptocurrencies through the Lunu Services at the point of 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.
These Terms incorporate and you hereby agree with Lunu’s Privacy Policy, other applicable policies, other terms and conditions or terms of use as may be prescribed by Lunu, noticies, procedures, specifications, FAQs, guides and guidelines that are provided or made available to you, appear on the Lunu Website or are referred to in these terms and which Lunu may modify from time to time (collectively, the “Policies”).
2. Right to use the Lunu Services, Sign Up, Retailer Console and password
Lunu grants the Retailer a non-exclusive, non-sublicensable, non-transferable license for the Term (as defined in section 11), to access and use the Lunu Services in accordance with and subject to the Terms and Conditions of this Agreement (including the additional Terms of Use).
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: Algeria, Armenia, Afghanistan, Bangladesh, Belarus, Benin, Bolivia, Burkina Faso, Burundi, Cameroon, Central African Republic (the), Chad, China, Côte d'Ivoire, Congo (the Democratic Republic of the), Crimea Region, Cuba, , Ecuador, Egypt, Eritrea, Etiopia, Gabon, Ghana, Guinea, Guinea-Bissau, Gyana, Haiti, Indonesia, Iran (Islamic Republic of), Iraq, Kosovo, Kuwait, Lebanon, Lesotho, Libya, Maldives, Mali, Moldova, Morocco, Myanmar, Namibia, Nepal, Niger, Nigeria, North Macedonia, North Korea, Palau, Palestinian Territories, Pakistan, Russia, Senegal Somalia, South Sudan, Sudan (the), Syrian Arab Republic, Tajikistan, Tanzania, Thailand, Togo, Tunisia, Turkey, Turkmenistan, Uganda, Vietnam, Yemen Zambia and Zimbabwe. 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”).
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: support@lunu.io.
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:
During onboarding, Lunu will ask Retailers the following information:
3. Lunu Widget, Pay-by-Link, Terminal
Lunu offers the following points of interaction to retailers:
Terminal. If a Customer wants to pay with cryptocurrencies at terminal, the Retailer will have to enter the purchase price in local currency into the Terminal. Thereafter the final amount in crypto currency based on the 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 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 payment obligation 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, weekly or monthly, minus the Lunu Services fees (cf. Section 7).
All the refunds shall be made in cryptocurrency, minus the network fee (which shall be borne by the Customer) and the Service Fee (which shall be borne by the Retailer).
The minimum refund amount after deducting the network/miner fee and the Lunu Service Fee is equivalent to at least 10 EUR.
5. Lunu’s conditions for your sale
5.1 Minimum transaction amount
The minimum transaction amount for using cryptocurrencies as payment with the Lunu solution is transactions in cryptocurrencies which are the equivalent of 10 EUR or equal in local fiat currencies.
5.2. Payment order and Records
You must retain all records necessary to fulfil the goods or services sold to the customer and to provide post-sale support to the customer. Lunu is required to keep records of all documentation and information collected for your merchant account for the duration that your account is active, and for at least 5 years thereafter in accordance with the applicable regulations on the recording of banking transactions and anti-money laundering.
5.3. Customer Verification
If applicable law prohibits the sale of certain goods, you must ensure that you do not sell the goods to the Customer and Lunu is not responsible for this as Lunu is only a payment processor/facilitator. Also, if you sell goods such as tobacco or prohibited age restricted goods that may only be sold from the age of 18, Lunu is not responsible if you do not adequately verify the age of your Customers at the point of sale.
6. Third Parties, Security, Identity and Advertising
6.1. Your Use of Third-Party Services
When you use the Lunu Services, you can be offered third-party services, goods, and promotions. If you want to use these third-party services, you do so at your own risk and are solely responsible for reading, learning, and adhering to the terms and conditions associated with them. We specifically disclaim any and all responsibility for third-party providers and services, and we are not liable for their results.
6.2. Security
Lunu has implemented the most advanced security standard in its platform to protect Retailers from fraud, however, this does not mean that the Retailer account cannot be abused. Fraud can take any form. Lunu does not take any responsibility for fraud if any access, login information to the application/system is given by you to someone else.
6.3. Verification of Your Identity
To verify your Retailer application with Lunu during account registration, Lunu may share your documents with identity verification (KYC/KYB) service providers and credit unions to request information about your eligibility. By accepting these terms, you give Lunu permission to retrieve information about you through the use of third parties and acknowledge that Lunu may need to share the information you have previously provided to us.
Lunu may from time to time work with these third parties to verify your eligibility for the services Lunu provides to you. You agree that your use of the Services may require us to share your information with these third party providers, who will need to verify your eligibility to use the Services in accordance with their own verification procedures.
6.4. Advertising
Lunu shall not use, or permit to be used, the Retailer’s name, trade marks or logos in any advertisements, promotional literature or information without the prior written consent of the Retailer.
6.5. Password protection policy
The Retailer will choose a password when registering the account in the Lunu console. Retailers are responsible for maintaining the confidentiality of the password and account credentials. Retailers are fully responsible for all activities that occur with the use of the password or account. Please notify us (support@lunu.io) without undue delay of any unauthorized use of the password or account or any other breach of security in relation to the Lunu Services. If you give the password to others, Lunu will not be liable for any loss you incur as a result of someone else using your password or account with or without your knowledge. You must not allow other merchants to use your account. You must not use another person's password at any time.
7. Prohibited use and business
7.1. Prohibited Use
In connection with your use of the Services and your interactions with other users and third parties, you agree that you will not engage in the following Prohibited Uses. Lunu will act reasonably in determining whether an activity falls into one of these categories. If you are unsure whether your use of the Services constitutes a Prohibited Use or have questions about how these requirements apply to you, please contact Lunu at support@lunu.io.
Prohibited Activity: actions that would violate or contribute to a violation of any law, statute, ordinance or regulation, including applicable sanctions programs of the United States, the United Kingdom, the European Union, the United Nations and the country in which you operate, or that would involve the proceeds of unlawful activity; actions that would publish, distribute or disseminate unlawful material or information. If Lunu becomes aware of or receives notice of unlawful activity, Lunu has the right to terminate your retailer account.
Abusive Activities: Acts that adversely affect, intercept, or expropriate systems, data, or information; transmit or upload material to our computer systems, networks, or websites that contains viruses, Trojan horses, worms, or other harmful or disruptive programs; attempt to gain unauthorized access to our computer systems, networks, or websites or to the accounts of our other customers, computer systems, or networks connected to us; interfere with another person's or entity's access to or use of the Services; Use any other party's information to access or use our computer systems, networks or websites, except in the case of specific Business Customers, specifically authorized by a user to access that user's account and information; Transfer your account access or rights to your account to a third party, except by operation of law or with the express written permission of Lunu; or otherwise collect information from our computer systems, networks or websites about others, including without limitation email addresses, without proper consent. If we become aware of or report any unlawful activity, we may terminate the Retailer account.
Offensive Actions Against Others: Actions that defame, abuse, extort, harass, stalk, threaten, or otherwise violate or infringe the legal rights (such as rights of privacy, publicity, and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hateful or violent acts against others.
Fraud: Acts intended to defraud us, our users or any other person; deliberately providing us with false, inaccurate or misleading information.
Intellectual Property Infringement: Transactions involving items that infringe a copyright, trademark, right of publicity or privacy, or other right protected by law, including, but not limited to, selling, distributing, or accessing software or other licensed materials without proper authorization from the rights holder; using Lunu's intellectual property, names, or logos, including use of Lunu's trademarks or service marks, without Lunu's consent or in a manner that otherwise harms Lunu or a Lunu copyright.
7.2. Prohibited Business
The following categories of transactions, business practices and items for sale are prohibited on the Services. Most categories of prohibited transactions are imposed by the requirements of our banking providers or regulatory authorities of specific countries and territories. We will act reasonably in determining whether an activity falls into a Prohibited Business category. If you are unsure whether or not your use of the Services falls into a Prohibited Business Category, or if you have any questions about how these requirements apply to you, please contact us at support@lunu.io.
7.3. Restricted Business
If you engage in any of the following categories of business, you may be required to agree to additional terms and conditions and permissions from us. We will act reasonably in determining whether an activity falls into one of these categories. If you are unsure whether or not your use of the Services involves a Restricted Transaction, or have questions about how these requirements apply to you, please contact us at support@lunu.io.
7.4. Prohibited Jurisdictions
Lunu does not operate in the following jurisdictions. Most of these prohibited jurisdictions are imposed by the requirements of our banking providers or regulatory authorities. This list is not exhaustive. We will act reasonably in determining whether a transaction involves a prohibited jurisdiction.
Algeria, Armenia, Afghanistan, Bangladesh, Belarus, Benin, Bolivia, Burkina Faso, Burundi, Cameroon, Central African Republic (the), Chad, China, Côte d'Ivoire, Congo (the Democratic Republic of the), Crimea Region, Cuba, , Ecuador, Egypt, Eritrea, Etiopia, Gabon, Ghana, Guinea, Guinea-Bissau, Gyana, Haiti, Indonesia, Iran (Islamic Republic of), Iraq, Kosovo, Kuwait, Lebanon, Lesotho, Libya, Maldives, Mali, Moldova, Morocco, Myanmar, Namibia, Nepal, Niger, Nigeria, North Macedonia, North Korea, Palau, Palestinian Territories, Pakistan, Russia, Senegal Somalia, South Sudan, Sudan (the), Syrian Arab Republic, Tajikistan, Tanzania, Thailand, Togo, Tunisia, Turkey, Turkmenistan, Uganda, Vietnam, Yemen, Zambia and Zimbabwe
7.5. Our Right to Reject
Lunu reserves the right to refuse to process a sale if Lunu reasonably believes that it would violate these Terms or expose you, other Retailers, Customers or other parties to harm. If Lunu reasonably suspects that your Lunu account has been used for an illegal purpose, you authorise Lunu to disclose information about you, your Lunu account and your account activity where Lunu is legally obliged to do so by law enforcement.
8. Methods of Settlement
Lunu verifies the purchase transaction on the blockchain network and updates the balance of your local currency in your ledger. The debits and credits in your ledger are funds temporarily held by Lunu and its third party provider until a settlement can be made to your bank account. You can receive a settlement in your local currency. Lunu always prefers to provide a settlement in fiat currency to avoid price fluctuations in cryptocurrencies.
9. Settlements in Local Currencies
Direct bank transfer with local payment methods are available to Retailers located in Lunu’s supported countries. If you wish to receive direct bank transfer statements, you must provide Lunu with valid bank account details. If you receive direct bank transfer statements, Lunu will send a direct bank transfer to your bank account to clear your accumulated ledger balance within two business days.
Minimum settlement amounts and refund reserves apply to the account ledger for withdrawal options to the Retailer. The current minimum settlement amount per day varies from currency to currency and is set at EUR 200 (two hundred), GBP 200 (two hundred) and USD 500 (five hundred).
10. Your Bank Account
It is your sole responsibility to update your account details with Lunu if you change or close your existing bank account. Lunu is not responsible for any charges incurred for chargeback of overdrafts or related bounce fees for the closed/cancelled accounts.
Once the new account is updated with Lunu, it will take a few days for your Retailer account to be updated with the new bank details. Therefore, there may be a delay in statements when the new bank information is updated.
11. Refund Reserve
You agree that Lunu may establish a refund reserve. The refund reserve will be used for refunding invoices (e.g. return of the product by the customer, refund initiated by the retailer, non-payment, technical failure of the order, etc.). The refund reserve is held in local fiat currency (eg. EUR, GBP, USD) to fund refund requests in cryptocurrency. Once the refund reserve is set, Lunu will not settle the refund reserve amount for agreed refund reserve time. Once the refund reserve is completed, the refund reserve amount is released to the retailer's general ledger and then paid out to the retailer's bank account.
In case you have a negative balance on your refund reserve or want to close your account, said balance needs to be covered within 4 weeks.
12. Minimum Settlement Minimum
Lunu will settle to the Retailer bank account from Lunu's general ledger balance once daily, unless otherwise agreed by the Retailer in writing in advance.
13. Unclaimed transaction
If a payment exception is made and Lunu receives cryptocurrency and Lunu is unable to contact you or the customer and has no record of your or the customer's use of the Services for several years, applicable law may require Lunu to report those funds to the appropriate jurisdiction as unclaimed property. If this is the case, Lunu will attempt to locate you or the customer using the notification information contained in our records. However, if Lunu is unable to locate you or the customer, Lunu may be required to turn over such funds to the appropriate state or jurisdiction as unclaimed property. Lunu reserves the right to deduct a reasonable retirement fee or other administrative fees from such unclaimed funds to the extent permitted by applicable law.
14. Retailer Account Information in Retailer dashboard
Through your Retailer account, you can access account information that includes your general ledger and transaction and billing history. If you experience an error, you must notify us as soon as possible to resolve the issue.
15. Refund Procedures
Lunu can facilitate cryptocurrency refunds on your behalf. You can opt for a partial refund or a refund of the full amount of the original purchase. If you do not have enough funds in your Lunu account to cover the refund, Lunu may require you to deposit fiat into Lunu to cover the refund to the customer. Any currency conversion required during the refund process will be calculated at a spot rate set by Lunu.
If a payment exception is not refunded within 30 days of the refund reserve after the invoice creation date, the transaction will be recorded as an "Unclaimed transaction" in Lunu Ledger. The Retailer is then responsible for contacting the customer and settling the refund amount.
16. Refund Procedures
The applicable service fees for the Lunu Services are 1% of each transaction (payments and refunds) by Lunu in connection with the provision of the Lunu Services (“Service Fees”). The Retailer shall pay the Service Fees 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.
If the Retailer issues a full or partial refund to its Customers, the Lunu Service Fee will be added on top of the refund amount. The deduction of the refund amount will be added as a separate entry in your retailer dashboard after the refund has been executed. Lunu Service Fees are non-refundable.
All Service Fees are payable in the fiat currency transferred to the Retailer by Lunu and do not include the value added tax (or any equivalent tax in any jurisdiction).
Retailers using Lunu Services on Shopify CMS platform will be charged an additional 0,35% fee.
17. 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 available exchange rate determined in accordance with section 4 above, less any applicable network fees and Service Fees.
The Retailer:
The Retailer is obliged to keep the information provided in the Retailer Console up-to-date and accurate.
18. 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 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.
19. 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.
20. Customer Complaints
Customers who complain to Lunu about a purchase will be referred to you for resolution. Lunu reserves the right to terminate accounts that receive excessive complaints.
The Retailer is responsible for securing access to their account and providing accurate information required for a refund.
21. Retailer Complaints
Retailers who wish to complain about our processing service can do so by emailing support@lunu.io or via our contact page https://support.lunu.io/contact-us.
22. Special Provisions for the sale of Terminals (only applicable if the Retailer chooses to buy (a)
Terminal(s))
The Retailer may place orders for 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 Terminal(s) and related items in the shopping cart.
Each Order constitutes an offer by the Retailer to purchase the 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 Terminal(s) shall come into existence.
The price of any 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 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 Terminal(s) in that Order. Lunu shall provide the Retailer with an invoice in 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 Terminal(s) will take place after the Order is submitted.
Lunu shall ship any 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 Terminal(s). The risk and title in the Terminal(s) shall pass to the Retailer on delivery of the Terminal(s) in accordance with this section 9.
Lunu grants the Retailer a worldwide perpetual, non-exclusive right to use the software pre-installed on the Terminals (the “Firmware”) solely for the purpose of using the Terminal(s) to receive and process transactions through the Lunu Services. If the software is replaced by a new version during the 12 months’ warranty period, the terms of use for the new version shall apply and the rights of use for the replaced version shall lapse.
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 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 Terminal(s) will match any descriptions or illustrations provided by Lunu.
The Retailer must immediately inspect the Terminals delivered by Lunu 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 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 Terminal deviates significantly from the functions described in the documentation of the 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 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 Terminal(s), unless the application of the regular statutory limitation period would lead to a shorter limitation period in individual cases.
The limitation periods of the Product Liability remain unaffected by this.
For other damage claims of the Retailer, solely the statutory limitation periods apply.
23. 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 law, the Retailer will not, when using the Lunu Services and Terminal(s):
24. Data Protection
Details about data protection can be found in Lunu´s Privacy Policy published on Lunu’s Website.
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.
25. 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.
26. Term and Termination
The Term of this Agreement shall be two (2) years, to be automatically renewed for additional periods of two (2) years if it is not terminated as provided below.
Lunu and the Retailer can terminate the Lunu Services by giving three (3) months’ written notice, by email to the Retailer’s email or to support@lunu.io, respectively.
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.
27. Liability
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.
28. Languages
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.
29. 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 provided in 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).
30. Applicable Law; Jurisdiction
This agreement 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 Lithuania.
Exclusive place of jurisdiction for all legal disputes arising from or in connection with this agreement shall be the Courts of Lithuania.
31. Ineffectiveness of Individual Clauses
If any provision 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.
32. 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 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.
33. Varia
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.
Waiver
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.
Entire Agreement
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 make or 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.