Terms of use of the invoice payment service

Terms of use of the invoice payment service

These Terms of use of the invoice payment service (hereinafter — the “Terms”) constitute a legally binding agreement between a registered User and Changebox Limited, registration number 2171550 (hereinafter — the “Operator” or “we”) regarding the use of Virtual Assets on the User's instruction to offset payment of invoices by third parties (hereinafter — the “Service”).

The Service is available exclusively to registered and verified Users of the Platform.

By using the Service, you confirm that you have fully read and understand these Terms and unconditionally accept all provisions of the Terms.

If you do not agree with any of the provisions of this document, you must immediately stop using the Platform in respect of the use of the Service.

We reserve the right to unilaterally make changes to these Terms at any time. Such changes and amendments take effect after the publication of the new version of the Terms on the Platform, but do not apply to requests already accepted for the execution of settlements for which the User's Virtual Assets have been locked.

Continued use of the Service after any changes are made to these Terms means your unconditional agreement with the new version of the Terms.

These Terms are an integral part of the general Terms of Use of the ChangeBox Platform (hereinafter — the “General Terms”). In the part not regulated by these Terms, the relations between Users and the Operator regarding the use of the Service are governed by the General Terms.

1. Terms and definitions

The following terms are used in this document:

Terms and definitions used in the text of this document that are not defined in this section are understood in the meaning given to them by the General Terms and their annexes, unless a different interpretation of the term is established by this document, and, lastly — by their generally accepted meaning.

2. Procedure for using the Service

Access to the Service is granted exclusively to registered and successfully verified Users who have fulfilled all the requirements established by the Operator, including, but not limited to, providing accurate and up-to-date registration data and complying with all applicable rules and policies of the Platform.

To submit a request to pay an invoice within the use of the Service, the User is obliged to perform the following actions:

• Log in to their Account using the access data specified during registration;
• Provide the invoice to be paid, as well as complete and accurate data required to make the payment: the recipient's requisites (name, address, bank requisites or other identifiers); the purpose of the payment with a description of the goods, services or other obligations; the payment currency and its exact amount; other data specified by the Operator in the Platform interface as mandatory;
• Ensure that there is a sufficient amount of Virtual Assets in their Account to perform the requested transaction, including covering all applicable fees and charges;
• Confirm their agreement with the current tariffs, charges and fees, information about which is available in the Platform interface.

After receiving a payment request, the Operator takes the following steps:

• Checks the completeness and correctness of the data provided by the User, as well as compliance with all conditions for performing the transaction;
• At its discretion, may request from the User additional documents, data or clarifications required to ensure the legality and security of the transaction;
• Notifies the User of any additional transaction conditions, including information about the Sub-agent, applicable fees and charges, as well as the approximate amount of bank fees, which are non-refundable.

After receiving the User's consent to the applicable additional conditions, the Operator accepts the Service request for execution and locks in the User's Account the amount of Virtual Assets required to perform the transaction, including the amount of Funds specified in the invoice and the applicable fees of the Operator, the Sub-agent, banking institutions and payment systems.

When calculating the amount of Virtual Assets to be locked, the Operator uses the exchange rate between Virtual Assets and Funds (hereinafter — the “Rate”), which is determined on the basis of data from authorized market sources (for example, cryptocurrency exchanges or other official rate providers). The Rate is locked at the moment the request is submitted or at the moment it is confirmed by the Operator, if provided for by these Terms.

If, between the moment the request is submitted and the moment it is confirmed by the Operator, the Rate fluctuates by more than 1% (one percent), the Operator has the right to notify the User of the need to update the locked amount and to suspend the processing of the request until the User's consent to the new conditions is received.

After locking the required amount of Virtual Assets, the Operator transfers to the Sub-agent an instruction to make the transfer of Funds by the requisites provided by the User. After receiving confirmation of the sending of funds by the Sub-agent's bank, the Operator transfers the locked Virtual Assets, less the Operator's fee, to the Sub-agent and updates the status of the request, completing it.

By confirming a payment request, the User gives the Operator an irrevocable instruction to transfer and/or sell Virtual Assets from their Account for the purposes of making payment of the invoice specified in the request.

The User bears full responsibility for the accuracy and reliability of the data provided. In the event that inaccurate or incomplete information is identified, the User undertakes to provide clarifications and correct data, as well as to compensate the Operator for all losses caused, including fines, penalties, and direct or indirect losses.

The completion of the transaction is confirmed by a corresponding notification in the Platform interface. The Operator's obligations are considered fully fulfilled at the moment the Sub-agent transfers to the Operator a document confirming the Sub-agent's transfer of the instruction to its bank to make the transfer by the User's requisites. The Operator is not responsible for delays caused by the transaction processing rules of banks and payment systems.

3. Grounds for refusing to provide the Service

The Operator reserves the right to refuse to provide the Service or to suspend its provision in the following cases:

• the absence of a Sub-agent that could make payment of the invoice;
• the User has not passed or has not completed the Account verification procedure in accordance with the requirements established by the Operator;
• the data, documents or information provided are unreliable, incomplete, contradictory or misleading;
• the User has violated the provisions of these Terms, the General Terms or their annexes;
• there are insufficient Virtual Assets in the User's Account to perform the requested transaction, including covering all applicable fees and charges of banks, payment systems and blockchain networks;
• the request contains technical or other errors that prevent its processing, or the data do not meet the Operator's established requirements;
• the User's actions may violate applicable law, regulatory norms or provisions applicable to transactions with Virtual Assets;
• the Operator has received requests, orders or other notifications from state authorities, banks, payment systems or other authorized organizations prescribing a refusal to process the transaction;
• the request contains signs of suspicious or fraudulent activity, including attempts to circumvent procedures in the area of countering the financing of terrorism and the legalization (laundering) of criminal proceeds, as well as other compliance requirements;
• there are suspicions of unauthorized access by third parties to the User's Account;
• the User was previously blocked, restricted in access to the Service or included in service-refusal lists.

The Operator has the right to suspend or refuse to provide the Service in the presence of the following technical or organizational circumstances:

• a technical failure, malfunction or other disruption of the Platform that prevents the processing of Users' requests;
• problems on the side of third parties involved in transaction processing, including banking institutions, payment systems or other service providers;
• the occurrence of force majeure circumstances that prevent the provision of the Service, including, but not limited to, natural disasters, military actions, epidemics, actions of state authorities or other emergencies.

In the event of a refusal to provide the Service, the Operator notifies the User of this via the Platform, as well as by another means permitted by the General Terms. The Operator states the reason for the refusal to the extent that this does not contradict applicable law or internal compliance procedure rules, and, where possible, provides the User with a reasonable period to remedy the reasons for the refusal.

The Operator reserves the right to reconsider its decision to refuse if the User has remedied the identified grounds and provided additional documents, information or clarifications. In the absence of feedback within the specified period, or of a refusal to provide the requested explanations or information, the Operator closes the request and unlocks the Virtual Assets in the User's Account, less any fees of banks and payment systems.

The User bears responsibility for the legality of the purpose of carrying out payment operations using the Service.

4. Withdrawal of a Service request

The User has the right to withdraw a Service request before it is processed by the Operator. A request is considered processed if the User has received a notification from the Operator that the request has been accepted for execution.

The Operator may, at its discretion, agree to a requested withdrawal sent by the User after the start of processing the request, while retaining its fee and the applicable fees of the Sub-agent, banks, payment systems and blockchain networks. In any case, a request cannot be withdrawn after the provision of the Service has been completed.

The User acknowledges that, if it becomes necessary to sell Virtual Assets within the framework of the Service, withdrawal of the request after the start of processing may be impossible due to the irreversibility of transactions in blockchain networks.

To withdraw a request, the User is obliged to send a notice of withdrawal via the Platform interface and to ensure that the notice is received by the Operator before the start of processing the request.

In the event of a successful withdrawal, the Operator unlocks the Virtual Assets in the User's Account, less the fees of banks, payment systems and/or blockchain networks (if such expenses have already been incurred). If, at the moment of withdrawal, the Operator has already begun processing the request, a refund of funds may be impossible or accompanied by additional costs covered at the User's expense. All fees of the Sub-agent, bank, payment systems and blockchain networks that have already been paid are non-refundable.

5. Applicable fees and charges

The following types of fees and charges may arise when the Service is provided:

• Operator's fees — the charge for using the Platform's functionality and organizing the process of providing the Service;
• Sub-agent's fees — the remuneration for actions performed on the User's behalf within the framework of providing the Service;
• Fees of banks and payment systems — charges levied by financial institutions and payment service providers involved in processing the transaction;
• Blockchain network fees — charges for performing transactions in blockchain networks, if applicable in connection with the need to sell the User's Virtual Assets.

By confirming the conditions for executing the request, the User agrees with the established fees and charges, recognizing them as fair and justified. The specified fees may be retained at the Operator's discretion by writing off Virtual Assets from the Account, out of Funds received as a result of conversion, or by issuing a separate invoice.

Before performing the transaction, the Operator provides the User with information about the approximate amount of applicable fees via the Platform interface. The User is obliged to read this information and confirm their agreement before the transaction is processed. The fees of banks, payment systems and blockchain networks are not under the Operator's control.

A refund of paid fees of banks, payment systems, blockchain networks and Sub-agents is impossible. The Operator has the right to retain, from the Virtual Assets / Funds returned to the User, all expenses for the specified fees associated with the provision of the Service.

The Operator has the right to change the tariffs for its services and to publish updated tariffs on the Platform. New tariffs take effect from the moment of publication, unless otherwise specified by the Operator. Transactions initiated after the publication of changes are carried out with fees charged at the updated tariffs.

6. Restrictions on the use of the Service

The Operator sets minimum and maximum transaction amounts and places the corresponding information on the Platform. These limits may change based on the requirements of banks and payment systems. The Operator has the right to make changes to the limits at any time; new limits apply to requests submitted after their publication.

If the provision of the Service at the previously established limits becomes impossible due to the requirements of the Sub-agent or payment systems, the Operator notifies the User and offers new conditions (a change of Sub-agent, currency or transaction amount). In the event of the User's refusal, the transaction is closed, and the Virtual Assets are unlocked, less the actually paid fees of banks, payment systems and blockchain networks.

The Operator expressly prohibits the use of the Service for carrying out transactions related to payment in favor of countries included in the black or grey lists of the Financial Action Task Force (FATF), as well as in the sanctions lists of the UN, the EU or the USA.

If the country of the payment destination or of the servicing bank falls into the above-mentioned lists after the request has been accepted, the Operator has the right to cancel the corresponding request, notifying the User. The Virtual Assets are unlocked, less the actually incurred expenses, including the fees of banks and payment systems.

If the transaction was initiated by the Sub-agent's bank, but the amount was blocked by a bank or other financial institution, the execution of the request is suspended until the funds are unblocked or returned. In the event of a return, the request is closed, and the Virtual Assets are unlocked with fees deducted. If the Funds were credited to the recipient, the Operator completes the request by transferring to the Sub-agent the Virtual Assets or an equivalent amount in Funds.

By confirming the conditions for executing the request, Users understand and agree with the risk of possible blocking of payments due to sanctions imposed on the recipient's country or bank. The Operator is not responsible for losses arising as a result of such blocking.

The Service is provided exclusively for the purpose of paying invoices to third parties outside the British Virgin Islands. This restriction is introduced for the purpose of complying with legislative requirements. The Operator has the right to reject a request to pay an invoice in favor of a recipient located in the British Virgin Islands, as well as to suspend or cancel a transaction if this becomes clear after its acceptance, unlocking the Virtual Assets less the incurred expenses and fees.

7. Suspension of access to the Service

The Operator reserves the right to temporarily suspend the provision of the Service without prior notice if the Operator has reasonable grounds to suspect that the Service is being used to carry out suspicious or illegal activity. Such activity includes, but is not limited to, money laundering, terrorist financing, fraud, sanctions circumvention, violation of personal data protection legislation or other actions that violate applicable legal norms.

In the event of a suspension of the provision of the Service, the Operator notifies the User of the reasons for such action within a reasonable time, unless this contradicts the requirements of legislation or internal compliance procedure rules. The Operator has the right to require the User to provide additional documents or explanations to confirm the legality of the use of the Service.

8. Limitation of liability

The Operator is not responsible for any delays, failures or restrictions in the operation of the Service caused by technical malfunctions, including failures in the operation of servers, equipment, software, network systems or other infrastructure components. The Operator is also released from liability for interruptions caused by force majeure circumstances: natural disasters, military actions, acts of terrorism, mass riots, acts of the authorities, epidemics or pandemics, power outages and other circumstances beyond the Operator's reasonable control.

The Operator is not responsible for any losses, damage, lost profit or other negative consequences incurred by the User as a result of their violation of these Terms. The User assumes all risks associated with the use of the Service in violation of the provisions of these Terms, applicable law or the instructions posted on the Platform.

The Operator is not responsible for the actions or inaction of third parties involved in the process of providing the Service, including banks, payment systems, communication service providers, software and equipment suppliers, as well as any other parties on which the operation of the Service may depend.

Under no circumstances may the Operator's aggregate liability for losses associated with the use of the Service exceed the amount of fees paid by the User for the use of the Service within the specific request that caused the losses.

The User acknowledges that the use of the Service involves certain risks, including delays in transaction processing, possible blocking of funds or Virtual Assets, changes in legislation or technical failures. The User undertakes to take reasonable measures to minimize such risks and agrees that the Operator is not responsible for the consequences caused by the specified risks.

9. Confidentiality and data protection

The User agrees to the processing of their personal data by the Operator within the framework of providing the Service and interacting with the Platform in accordance with the terms of the Personal Data Processing Policy.

The Operator undertakes to ensure the confidentiality of Users' data in accordance with the Personal Data Processing Policy and applicable personal data protection legislation.

The User confirms their awareness of and agreement with the fact that all operations using Virtual Assets are recorded in the distributed ledger system, which may include the disclosure of data within the framework of legislative requirements.

10. Applicable law and dispute resolution

These Terms, as well as any relations between the User and the Operator arising in connection with the use of the Platform and the provision of the Services, are governed by the legislation of the British Virgin Islands.

All disputes, disagreements or claims related to the use of the Platform, the provision of the Services or the performance of these Terms are subject to resolution exclusively in the court at the place of registration of the Operator, unless otherwise provided by legislation.

Before applying to the court, Users undertake to make attempts at pre-trial settlement of the dispute by sending a written claim to the Operator. The period for reviewing the claim is 30 (thirty) calendar days from the moment of its receipt.

11. Other provisions

If any of the provisions of these Terms is found to be invalid, illegal or unenforceable in accordance with legislation, the remaining provisions remain in full force and continue to apply as if the invalid provision had not been included in the Terms.

These Terms are drawn up in Russian and, if necessary, other languages. Full versions are published on the Platform. In the event of discrepancies between the translated versions and the original version in Russian, the latter shall prevail.

To resolve issues related to the provision of the Service, Users may contact the Operator via the Platform interface or by sending a letter to the email address: legal@changebox.io.

The Operator reserves the right to make changes to these Terms at any time. Changes take effect from the moment of their publication on the Platform, unless otherwise specified by the Operator. Continued use of the Service after the publication of the updated Terms means agreement with the changes made.