Terms of Use

These Terms of Service (hereinafter, the “Terms”) apply as a contract between Aotopay (also referred to in these Terms as “we”, “our” or “us”) and the Customer (also referred to as “you” or “your”).

Aotopay performs activities on the basis of valid, active and termless activity license on provision of trust management and corporate service in the field of business and other management consultancy activities, issued by the Estonian Financial Intelligence Unit (hereinafter, the “FIU”) on 19.01.2021, and is therefore authorized to provide the following services (hereinafter, the “Services”) that include but are not limited to:

• provision of advice, guidance and operational assistance for businesses and other organisations on management;
• strategic and organisational planning;
• designing a structure that corresponds to the goals of the organization;
• legal management;
• financial management consultancy;
• sales management and personnel training in marketing;
• business processes management consultancy;
• consultancy related to financial projects, e.g. financial transactions, credit card processing, tax or loan services;
• project management (except building projects);
• project management can include budgeting, accountancy and expenditure control, procurements, time schedule planning, coordinating the work of subcontractors, supervision, quality control etc;
• business consultancy;
• advice in trademarks and franchise management, and others.

By engaging with our Services, you confirm that you have reached 18 years of age and therefore are legally capable of entering into agreements and be bound by their terms. You further acknowledge and agree to be legally bound by terms and conditions laid down in these Terms in their entirety.

You understand and affirm that engaging with our Services shall constitute your agreement with these Terms and other applicable agreements between you and Aotopay. The same applies to any event in which the said Terms have been amended and you have proceeded to use and engage with our Services without expressing prior written notice of non-agreement to the new version of these Terms. You further acknowledge that we have a right to reaffirm your acceptance of these Terms from time to time, as we introduce amendments and that your acceptance shall be a prerequisite to further access and use of our Services. Please note that any orders placed with Aotopay after entering into force of the updated provisions of these Terms may be subject to the said amendments. If you disagree to these Terms, you should inform us immediately in writing and discontinue the use of our Services in accordance with the provisions of these Terms.

In order to use our Services, you must submit all the necessary information and documents in accordance with our Know-Your-Customer (hereinafter, the “KYC”) procedure pursuant to the Anti-Money Laundering and Terrorism Financing Prevention Act of Republic of Estonia. In addition, you must meet eligibility criteria to use our Services.

Before engaging with and using our Services, you must ensure you have read these Terms in full, including all the important legal terms, such as disclaimer of liability, disclaimer of warranties, indemnifications, rules applicable to dispute resolution and risk disclosure.

If you have any questions regarding the use of our Services, there Terms, or any other inquiry, submission of feedback or complaints, please contact us at: info@Aotopay.com.

1. ELIGIBILITY

Availability of our Services depend on a number of factors determining your eligibility to engage with our Services. Aotopay may refrain from providing the Services in certain locations and jurisdictions: the information about such locations and jurisdictions is available in Annex 2 to these Terms.

In order to be deemed eligible to use and engage with our Services, you must warrant that:

• You have reached at least 18 years of age and therefore are legally capable of entering into agreements and be bound by their terms;
• You have never been suspended or otherwise restricted from using our Services;
• Entering into a binding agreement with us does not contradict or breach any other contractual terms by which you are legally bound;
• You are not located and/or residing in any of the restricted locations and jurisdictions, including those subject to the EU and Republic of Estonia economic restriction measures (i.e., embargoes);
• You are not identified as an individual that is officially classified as a Specially Designated National and Blocked Person (the “SDN”), or is affiliated with companies, groups and entities classified as the SDN, or otherwise represent such natural or legal person;
• You are not subject to any international sanctions, including the EU and United Nations sanctions, or affiliated with companies, groups and entities subject to international sanctions, or otherwise represent such natural or legal person.

Eligibility of an individual intending to use the Services of behalf of a legal entity is determined by meeting the following requirements:

• Your organization is incorporated with all due diligence of the company formation and incorporation in the country of its legal location;
• Your organization conducts its activities in accordance with the applicable laws and regulations;
• You have been legally authorised to represent your organization and otherwise enter into legally binding agreements on its behalf;
• Your organization has not been associated with, affiliated with or otherwise identified as the SDN;
• Your organization is not subject to any international sanctions, including the EU and United Nations sanctions, or affiliated with companies, groups and entities subject to international sanctions, or otherwise represent such natural or legal persons;
• Your organization does not fall under the definition of Prohibited Businesses as stated in Annex 1 to these Terms and does not represent nor conducts its business activities in any of the fields laid down in Annex 1.

We reserve the right to evaluate your eligibility to access and use our Services at any moment by assessing your compliance with the eligibility criteria listed above. In the case of amendment, alteration, or extension of eligibility criteria, we may review your eligibility accordingly. Aotopay may require you to provide proof of eligibility, if necessary. Any decision, including the initial and ongoing evaluations, reviews and assessments of your eligibility, shall be final.

2. RESPONSIBILITIES OF THE PARTIES

2.1. Responsibilities of the Customer

The Customer shall:

• Facilitate and assist us in the fulfilment of an instruction and other acts by means indicated by us, including our executives, secretaries and employees, to ensure the timely and accurate execution of your orders and achievement of the final result;
• Engage with us and our employees orally and in writing by means of phone conversations and e-mail. Communication via messengers is accepted in exceptional cases in the absence of the possibility to engage with us via aforementioned means or in the case of emergency;
• In due time provide us, upon our request, all the information and documents required for the effective fulfilment of your instructions;
• Promptly notify us of any events and facts that are or may be relevant to the provision of our Services and execution of instructions; contacts with third parties, including representatives of governmental and law enforcement authorities as well as any chance in your contact details;
• Pay the fee for the provision of the selected Services in accordance with the terms and conditions of the Service Agreement that shall be concluded between the Parties prior to the execution of any relevant instruction.

2.2. Responsibilities of Aotopay

We shall:

• Take all efforts for the best fulfillment of an instruction given by you or persons authorized by you orally or in writing;
• On your instruction orally or in writing, keep you informed of the progress of fulfillment of an instruction (during working hours, at reasonable intervals, by results of occurrence of new circumstances), and on a written instruction, negotiate our acts with you;
• Use reasonable endeavors for the fulfillment of an instruction and assistance by the most cost-effective means;
• Engage our employees for fulfillment of instructions (without your special approval of such engagement), and third parties who are not our employees. All the persons engaged by us shall be notified of the requirement to maintain confidentiality of information received in connection with performance of the instruction;
• Perform the Services through telephone conversations, correspondence by electronic mail, in personal meetings (with the Customer and third parties for the benefit of the Customer), through representation before a notary or authorities and organizations.

We may suspend the fulfillment of an instruction, if we are required to receive additional documents/information from the you or negotiate further acts for the fulfillment of an instruction, and you do not respond to the correspondence delivered you (electronic messages) and telephone calls. In case of such suspension of fulfillment of an instruction, the risk of possible losses shall be borne solely by you.

2.3. Rights of Representation

By accepting these Terms, you acknowledge and confirm that you are acting on your behalf and engaging with our Services for yourself only. In an event of purchasing of our Services by a third party acting on your behalf, such as your representative, you acknowledge that we may require you to present the respective proof of authorisation granted to the said party to act on your behalf, such as a Power of Attorney or other proof of authorisation.

Please note that appointing a third party to act on your behalf and expressing explicit permission for them to perform actions including, but not limited to, engaging with and purchasing our Services, does not waive any liability off you as a subject to these Terms. Any action performed by such a third party shall be considered authorized by you and therefore being performed in accordance with your direct and indirect instruction. By accepting these Terms, you acknowledge that you retain full responsibility for the instructions given to any third party authorized to act on your behalf and any act and omission arising from the said instructions thereof. You further confirm that we are not liable for any such act or omission. You may alter or recall authorisation granted to a third party by submitting a written notice to us via e-mail: info@Aotopay.com.

Only customers (including both natural and legal persons) that passed our KYC are deemed Aotopay customers. KYC requires us to inquire and receive additional information from you. Please note that some of such inquired information may be considered personal data as per the European General Data Protection Regulation (the “GDPR”). Please read the next section carefully to understand the degree of information we demand to conduct the KYC of our customers. To read more about how we treat your personal information and your rights associated with personal data you entrust us with, please read our <Privacy Policy>.

3. TERMS OF PAYMENT AND FEES

3.1. Our Fees

The total fee (the “Fee”) for the provision of the Services selected by you shall be calculated on the basis of the hourly rates specified in the Service Agreement provided to you prior to the execution of any instruction. You shall pay the Fee on the basis of the invoices issued by us. Each invoice shall be supplemented with a respective Service Agreement specifying the price for each Service ordered by you as well as the total Fee payable.

3.2. Terms of Payment

The Fee shall be paid in one of the currencies supported by us as stated in the invoice issued to you. All invoices shall be paid within 3 business days of their issue by means stated in the invoice as well as the Service Agreement, unless specified otherwise in writing. If you fail to make a payment in accordance within 14 business days or express your intention not to make such payment, we may at any time suspend the fulfillment of an instruction indefinitely or tefuse to fulfill an instruction without refunding you.

3.2.1. No Refund for Non-Engagement

If an early termination of the Service Agreement by you, should you fail to perform the obligations under Section 2.1 hereof, including the obligation to transfer to us any details and information required for fulfilment of an instruction, to provide necessary assistance to us in fulfilment of an instruction, whereby we are unable to continue fulfilment of the instruction (to proceed to it), the Fee paid for the provision of our Services shall not be repaid to you.

3.3. No Unjust Enrichment

The Parties acknowledge and agree that if we have not incurred any actual labour costs for the filfillment of an instuction in relation to the provision of our Services to you. no unjust enrichment shall occur in our favour.

4. PROVISION OF OUR SERVICES

4.1. Consultation

Consultation with our Client Manager is a prerequisite to using any of our Services. Upon filling in the Send an Application form on our Site or submitting a message via the Chat feature available on our Site, you are required to provide your details, such as your name, phone number and e-mail address, as well as to submit a message elaborating on the scope of the desired Services and the result to be achieved. By submitting an inquiry to us, you acknowledge and accept these Terms.

After submitting the inquiry, our Client Manager shall contact you via contact details indicated in your inquiry on the same business day the inquiry was sent to us but not later than within 24 hours since the submission of the inquiry. Please note that inquiries received on weekends as well as public and state holidays shall be processed on the business day following any weekend and holiday.

During the consultation with the Client Manager, the specifics of your request will be discussed and the most optimal solution and package of Services will be offered to you. You may adjust the offer in accordance with your demands and needs by forwarding the request to the assigned Client Manager. In the case of doubt and/or need to request additional information, you may request the additional consultation with the Client Manager by means of video conference call or in person in one of our offices. Additional employees may be inquired to deliver their professional opinion on the inquiry, including but not limited to the Operations Manager and the Head of Legal.

Once the package of Services to be purchased has been agreed upon, the Client Manager shall offer you a Service Agreement containing the terms and condition under which the provisions of our Services shall be undertaken as well as the terms of payment and other terms relevant to the establishment of the business relationship. An invoice shall be issued to you in accordance with the terms of the Service Agreement.

4.2. KYC

KYC is a procedure undertaken by our compliance team to ensure our customers’ background and eligibility for using our Services in accordance with the requirements and provision of the Estonian Anti-Money Laundering and Terrorist Financing Prevention Act (Rahapesu ja terrorismi rahastamise tõkestamise seadus, or “RahaPTS”). Aotopay ensures the KYC procedures to be undertaken for all users purchasing our Services in accordance with due diligence measures prescribed by RahaPTS.

Before establishing a business relationship, including access to your use of our Services, respectively, you should complete the verification procedures necessary to ensure KYC. Our Compliance Team will evaluate the information you submit in accordance with their instructions and inquiries to assess it on the basis of the applicable legal requirements and policies. To provide quality assessment of our perspective customers’ background information and ensure decision-making in accordance with the legal requirements in force, we ensure that the said assessment is performed by the professionals who have obtained necessary training and qualifications to undertake the tasks associated with the assessment.

We may request you to provide such information, as you name, date of birth, residential address, telephone number, e-mail address, personal identification code, as well as other information about yourself and/or your business activities, including records of such activities, proof of source and origin of funds, overview of the business structure, estimated turnover, major suppliers and partners, etc. Please note that some of the inquired information may fall under the definition of personal data under the GDPR, therefore we strongly recommend you to read our Privacy Policy to learn of your rights as data subject providing us with your personal information.

By providing us with the information requested to verify your identity for the purposes of KYC, you acknowledge and confirm that all the information submitted to us by you in true, accurate and complete, and you have not deliberately concealed or otherwise tampered with or altered information for the purposes of influencing the outcome of our assessment. You further agree that any information that was presented in a false, inaccurate or incomplete state is corrected by presenting additional documents and records correcting the said inadequacies. In an event of change of circumstances influencing the correctness and integrity of submitted information, you agree to notify us of such changes and present information that is up-to-date respectively.

We reserve the right to forward any information submitted to us to the competent authorities of on the basis of RahaPTS and other relevant legal requirements, should we have serious grounds to believe that the submitted information is associated with a case of fraud, money laundering, terrorism financing or other financial crime acts. We may further disclose such information to the competent authorities to receive their evaluation, should we be unable to conclude with full certainty the user’s affiliation with any of the above-mentioned acts.

4.3. Enhanced Compliance Due Diligence

Enhanced Compliance Due Diligence is applied to those users, whose risk profile has been effectively determined as high and the information already provided by you not be sufficient to finalize KYC. Therefore, we may require you to provide additional information about yourself and/or your business as well as organize meetings to further verify your identity and the nature of your business activities.

4.4. Prohibited Use

The following section describes practices that are prohibited from being engaged or associated with for our perspective customers and therefore are taken into account when assessing a possibility of establishing a business relationship with us. The followings acts and omissions are considered strictly prohibited when engaging with Aotopay’s Services and in regards to all our Services:

• Unlawful activity, meaning any activity that violates any law, regulation, legal act, or other legal instrument adopted in the countries of Aotopay’s operation, including but not limited to laws of Republic of Estonia and the regulatory regime supervised and enforced by the Estonian regulatory bodies in the field of business conduct, such as Financial Inspection (Finantsinspektsioon, or “FI”) and Financial Intelligence Unit (Rahapesu andmebüroo, or “FIU”);
• Fraud and other acts of fraudulent nature: this includes any act or attempt to commit such an act thereof that would inevitably deceive or trick any individual, customer, or Aotopay in regards to any act or activity;
• Acts detrimental to Cybersecurity, including imposing unreasonably large amounts of data in an attempt to overload, interfere with, intercept, or cause malfunction and failure of any natural or legal person’s hard- and software and systems; attempts to gain access to any person’s data or account without their authorization or knowledge; accessing and tampering with any Service that you are not authorized to access; infiltrating any malware or malicious code or software, such as viruses, Trojan, worms, developing and distributing third-party applications engaging with of our object and/or source code and our Services, and other relevant acts falling under the subject matter of the Estonian Cybersecurity Act (Küberturvalisuse seadus);
• Intellectual Property Infringement, including involvement in any use of transactions with the subjects of Aotopay’s intellectual property, such as those subject to copyrights, trademark, trade secret, without prior consent and authorization by Aotopay and in a manner that constitutes an infringement or violation of any intellectual property law or regulation of the country of Aotopay’s operation, including but not limited to the Estonian Copyright Act (Autoriõiguse seadus).
• Unregulated and unlicensed Goods and Services: provision of service and sale of goods subject to specific licensing and authorization rules and regulations without obtaining any such license or authorization in question (e.g. sale of tobacco, cigarettes (including e-cigarettes), e-liquids; sale of precious metals and stones; online pharmacies, including sale of prescription medication; sale of weapons, firearms, munitions, gunpowder, and other explosives; sale of fireworks and other pyrotechnics; sale, purchase and distribution of toxic, flammable, and radioactive materials; oil and gas industries; extractive industry);
• Illicit Substances and Pseudo-Pharmaceuticals: sale of any product or substance that present risk to consumer safety, or make misleading or unsupported claims that have not been confirmed and verified by competent authority in the applicable country and/or obtained relevant certifications and/or licenses;
• Counterfeit or Stolen Goods: sale of counterfeit designer products distributed by unauthorized and unlicensed retailer/reseller; sale of replicas; sale of goods that have been imported or exported illegally; sale of stolen goods;
• Restricted Financial Services: check cashing; bail bonds; collection agencies, etc.

The above-mentioned provisions shall apply to Aotopay Services at all times without exception.

Aotopay reserves the right to refrain from providing services and terminate any relation immediately and without further notice with businesses falling under the definition of a Prohibited Business as provided in Annex 1 to these Terms. Please read Annex 1 carefully before applying for our Services.

4.5. Termination of Relationship

We may decide to terminate the Service Agreement unilaterally and limit your access to our Services in any event that falls under any of the following reasons (the list of which is non-exhaustive):

• We believe that your acts may be damaging to or have resulted in consequences detrimental to our reputation;
• We are required to do so by a regulatory authority, court order, law enforcement order or the act of any other competent authority;
• We have reasonable grounds to suspect you in breaching these Terms or other applicable agreements;
• We suspect unauthorized and/or fraudulent access to our Services, or believe that you’re the right or representative has been used to use our Services without your consent and/or knowledge;
• You are a subject to any ongoing/pending litigation, investigation and/or legal proceedings;
• You are believed to be a subject to potential non-compliance and heightened risks in regards to the regulatory norms and requirements;
• You have performed activities that fall under any of the Prohibited Use activities as stated in Section 4.4, or you have been engaged in any Prohibited Businesses subject to Annex 1 to these Terms.

In an event of termination, the provision of our Services to you will be seized.

Prior to the termination of the Service Agreement, we will issue the reasons specifying the reasons leading to a decision to terminate the business relationship, give additional period required to rectify the deficiencies and, where appropriate, instructions on how to effectively correct or amend erroneous information or submit missing information and documents. In an event of withholding the execution of our Services, we will effectively lift these restrictions once the necessary deficiencies have been eliminated and the business relationship has been deemed no longer falling under any reasons for suspension or termination.

We reserve the right to terminate the business relationship and restrict your access to and use of any of our Services without specifying reasons by giving you a one-month notice. You further acknowledge that non-disclosure of reasons for a suspension or termination decision may be based on internal confidential criteria that are classified as such for the purposes of maintaining security and ensuring compliance with the relevant legal requirements associated with risk mitigation and due diligence procedures. We refrain from disclosing such criteria to any unauthorized third party under any circumstances.

5. LIABILITY

All events of our indemnification, warranty, limitations of losses and limitations of liability are hereby excluded as per the applicable law to the fullest permitted extent, if not specified otherwise herein. Neither these Terms, nor other agreement with Aotopay shall by any means exclude or limit liability which may not be limited or excluded under relevant law.

5.1. Indemnification

You agree to defend, indemnify and hold Aotopay, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your contributed content, use of the Services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Notwithstanding the foregoing, Aotopay reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Aotopay, and you agree to cooperate, at your expense, with Company’s defense of such claims. Aotopay will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

5.2. Disclaimer of Warranties

Aotopay SERVICES AND SITE ARE PROVIDED TO YOU ON A “AS IS” AND “AS AVAILABLE” BASIS, NO PROMISES, REPRESENTATIONS AND WARRANTIES GIVEN IN REGARDS TO THE SAID BASIS, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE DO NOT GIVE ANY WARRANTIES OF TITLE, MERCHANTABILITY, DATA ACCURACY, SYSTEM INTEGRATION, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. WE DO NOT MAKE ANY PROMISES, REPRESENTATIONS AND WARRANTIES THAT ACCESS TO OUR SERVICES AND SITE SHALL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.

WE SHALL PUBLISH AND MAKE AVAILABLE ANY INFORMATION, MATERIALS, VIEWS, OPINIONS, PROJECTIONS OR ESTIMATES FOR THE INFORMATIVE PURPOSES ONLY, AND THE SAID PURPOSE IS SUBJECT TO CHANGE WITHOUT PRIOR NOTICE. ANY DECISION. ACT, OR OMISSION THEREOF UNDERTAKEN BY YOU SHALL BE MADE ON THE BASIS OF YOUR OWN ASSESSMENT OF RELEVANCE, TIMELINESS, ACCURACY, ADEQUACY, COMPLETENESS, RELIABILITY AND VALUE OF INFORMATION, MATERIALS, VIEWS, OPINIONS, PROJECTIONS OR ESTIMATED PROVIDED TO YOU ON THE SITE AND VIA OUR SERVICES. SUBSEQUENTLY, WE SHALL HOLD NO LIABILITY OVER ANY DAMAGE OR LOSS ARISING DIRECTLY OR INDIRECTLY AS A RESULT OF YOUR USE OF ANY INFORMATION, MATERIALS, VIEWS, OPINIONS, PROJECTIONS OR ESTIMATES PROVIDED TO YOU ON THE SITE AND VIA OUR SERVICES.

YOU AGREE AND ACKNOWLEDGE THAT ANY STATEMENT RELIED UPON BY YOU IN REGARDS TO THE ABOVE-MENTIONED NOTIONS IS DERIVED DIRECTLY FROM THE PROVISIONS OF THESE TERMS, UNLESS EXPLICITLY SPECIFIED OTHERWISE.

5.3. Disclaimer of Liability

IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL Aotopay, ITS AFFILIATES, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND OTHER PARTIES AND PERSONS AFFILIATED WITH US BE LIABLE IN ANY FORM OR MANNER, IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES, EVEN IN AN EVENT OF PRIOR NOTIFICATION OF SUCH A POSSIBILITY ARISING THEREOF, IN CONNECTION WITH THESE TERMS OF SERVICES OR ANY OTHER AGREEMENT, YOUR USE, INCLUDING ATTEMPTED USE, OF OUR SITE, SERVICES, INFORMATION, MATERIALS, VIEWS, OPINIONS, PROJECTIONS OR ESTIMATES PROVIDED BY US, EXCEPT TO THE EXTENT STIPULATED BY LAW.

MOREOVER, IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL Aotopay, ITS AFFILIATES, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND OTHER PARTIES AND PERSONS AFFILIATED WITH IS BE LIABLE IN ANY FORM OR MANNER, IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE FOR ANY DIRECT DAMAGES, EVEN IN AN EVENT OF PRIOR NOTIFICATION OF SUCH A POSSIBILITY ARISING THEREOF, IN CONNECTION WITH THESE TERMS OF SERVICES OR ANY OTHER AGREEMENT, YOUR USE, INCLUDING ATTEMPTED USE, OF OUR SITE, SERVICES, INFORMATION, MATERIALS, VIEWS, OPINIONS, PROJECTIONS OR ESTIMATES PROVIDED BY US,  EXCEPT TO THE EXTENT STIPULATED BY LAW.

YOU FULLY ACKNOWLEDGE AND AGREE THAT YOU MAY NOT RECOVER FOR LOST OR UNREALIZED PROFITS, BUSINESS OPPORTUNITIES, UNINTENDED AND UNFORESEEABLE FINANCIAL LOSSES AND OTHER PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES.

ADDITIONALLY, WE SHALL NOT BE LIABLE FOR ANY DAMAGES TO YOU ARISING FROM THE AMENDMENTS, INTRODUCTIONS, ENTERING INTO FORCE, REPEALING OR OTHERWISE ALTERING LEGISLATION, REGULATIONS, POLICIES AND LAWS IN FORCE AT ANY GIVEN TIME OR DATE.

THIS DISCLAIMER OF LIABILITY SHALL SUPERSEDE, NOTWITHSTANDING THE VALIDITY AND CONFLICT OF AND BETWEEN ANY OTHER SECTION, PROVISION OR STATEMENT OF THESE TERMS THEREOF.

6. PERSONAL DATA PROTECTION

We collect, use, and share your personal information in accordance with our obligations and legal requirements laid down by the European General Data Protection Regulation (the “GDPR”). To learn more about how we collect, use, store, share and transfer your data as well as your rights as a data subject, please visit out Privacy Policy, which shall be incorporated into these Terms and shall be perceived in connection with other provisions of these Terms.

7. COMPLAINTS AND DISPUTE RESOLUTION

7.1. Governing Law

These Terms, your rights and obligations as well as all actions arising out of and related to these Terms shall be governed by the laws of Republic of Estonia, applicable to these Terms in their entirety.

7.2. Complaints Filed with Us

If you have a complaint and wish to resolve a dispute arising out of it, you shall address it with our support team in the first instance before attempting to settle any dispute by means described in the next sub-sections of these Terms. Please note that a competent authority referred to in the next sub-sections may dismiss your action on the basis of your failure to settle dispute by contacting us directly in the first place. You may challenge your complaint by contacting our Customer Support.

You shall contact our Customer Support by sending an e-mail to info@Aotopay.com. In your message, you shall indicate the points of issue, elaborating on details of your claim as precisely as possible, and present evidence supporting your claims in a form of visual (photo/video) and/or audio materials. A Customer Support specialist will respond to your message in a timely manner but no later than within 30 days from the day of the submission of a complaint. The Customer Support specialist shall then provide you with the following remedies:

• Supporting your claims and remedies proposed by you and providing their aid in obtaining said remedies;
• Rejecting your claim and identifying reasons for rejection;
• Proposing alternative remedies for dispute resolution.

In an event of an inability to contact you within the indicated notice period of 30 days, we shall notify you of the reasons for a delay and specifying the deadline by which our Customer Support specialist must contact you. The maximum period allowed for replying to your complaint shall not be longer than 60 days from the day of submitting a claim.

7.3. Alternative Dispute Resolution

You may opt to settle a dispute by alternative dispute resolution means, including mediation and arbitration, if you are unable to settle a dispute with the Customer Support, or you are not satisfied with remedies proposed to you as a result of your prior communication with our Customer Support.

7.3.1. Mediation

Any dispute between the parties relating to or arising from this contract may be submitted to a procedure of mediation conducted by a sole mediator, appointed and proceeding in accordance with the Mediation Rules of this body by the local branch – if any – of the Mediation Centre for Europe, the Mediterranean and the Middle East having its seat in Strasbourg, which Rules are in force at the date of filing of the application for mediation.

In the event of the mediation proceedings not taking place or being unsuccessful, any dispute arising from said relationships between the parties shall be determined in accordance with the Arbitration Rules and the Internal Rules of the European Court of Arbitration – being part of the European Centre of Arbitration having its seat at Strasbourg (in force at the time the application for arbitration is filed), with right to appeal – unless forbidden by the applicable procedural law – including for wrong choice of the substantive law and or for errors of substantive law and errors of fact, by way of rehearing by an appellate arbitral tribunal (if so allowed by the applicable procedural law), of which adoption of this clause constitutes acceptance.

7.3.2. Arbitration

By applying for arbitration proceedings, you agree and acknowledge that you willingly waive your right to resolve any dispute, whether existing or future, through litigation. You may, however, initiate court proceedings in the country of the seat of the arbitration to rule the appointed arbitration award invalid and unenforceable.

The arbitration proceedings will be conducted according to the provisions of the said Terms by a sole arbitrator who will be appointed, if the dispute is domestic, by the local Chapter – if any – of the European Court of Arbitration and in the absence of a local Chapter, as well as to all non-domestic disputes, by the Central Registrar in Strasbourg. The language of proceeding shall be English.

The parties undertake to keep, and to cause their Counsel, advisors, managers, employees and agents to keep strictly confidential the dispute, the facts, the documents, the evidence and the award.

The parties agree to conduct and to cause their Counsel to conduct themselves in a manner which limits the duration of the proceedings to nine months, and to avoid the production of documents and the calling of witnesses who are unnecessary or irrelevant, restraining motion practices, avoiding delays, vexatious or repetitive conduct and in general any overlawyering and accepting to pay to the other parties all legal costs caused by a breach of such commitment, even in cause of final success in the dispute.

Each party further undertakes to promptly reimburse the other parties which should pay its share of any advance requested by the European Court of Arbitration or by its local competent Chapter – if any – for the proceedings and to recognise that the other parties shall be entitled to an ex parte summary judgment, or other summary proceedings, against it for such repayment.

The parties request the arbitrator to issue as soon as possible an interim award for the part of a claim or cross claim which is undisputed or manifestly grounded.

7.4. Dispute Resolution in Court

In an event of inability to settle a dispute in any manner described in above-mentioned Sections 7.2—7.3, you have a right to initiate legal action or proceedings in the exclusive jurisdiction and venue of Harju County Court located in Tallinn, Estonia. You further agree not to initiate any such legal action or proceedings in any other jurisdiction and before any other court.

8. GENERAL PROVISIONS

8.1. Intellectual Property

All intellectual property rights in regards to materials and content presented in connected with  Aotopay is subject to and enjoys protection of applicable intellectual property regulations. Material and content protected by intellectual property rights cannot and shall not be licensed to any third party under any implied license, unless specified otherwise. All materials and content subject to intellectual property rights may be used in a personal, lawful and non-commercial manner only and only in connection with you use of our Services and Site. You agree and acknowledge that any use of our materials and content in any other manner constitutes intellectual property rights infringement and may enable us to initiate appropriate legal action.

You further acknowledge and agree than distribution and sharing of our materials and content on any third party websites, file hostings, and similar services is strictly prohibited. Furthermore, Aotopay prohibits reproduction, display, public performance, distribution and use of our materials and content for any public and commercial purposes. Any copying and sharing of our materials and content shall be done by requesting prior permission from Aotopay and only by obtaining a written notice permitting you to do so. You further agree to retain any watermark, copyright signs and other relevant copyrights and proprietary notices associated with said materials as originally provided. Modification, alteration and selling of our materials and contents is prohibited.

8.2.  Third Party Services

You may encounter content, links to web pages and services as well as other relevant services and information provided to you by third parties while using our Site and Services. Please note that we shall not be liable for any content provided to you by third parties, nor do we have any control, direct or indirect, over the quality, quantity and subject matter of the said content. In an event of raising concerns over the quality, quantity and/or subject matter of third-party content, you agree to address said concerns to the respective third party and any dispute arising thereof shall be settled without our participation between you and the third party in question.

8.3. Your Compliance with Applicable Law

Your compliance with applicable laws, regulations, licensing requirements and other relevant legislation, including but not limited to personal data protection and laws on anti-money laundering and terrorist financing prevention, are your sole responsibility. We shall not be liable in any manner or form for the breach of applicable laws and regulations arising from your use of our Services and Site, not shall be held liable for any damages and consequences of the said breaches.

8.4. Amendments

We may adopt changes and amendment to these Terms and other agreements with us to adapt and comply with the recent development in applicable legislation or for other reasons. We will notify you of any changes and amendments to these Terms and other agreements by e-mail and on our Site at least one month in advance. Please note that your acceptance of changes and amendments is deemed valid if you have not objected or otherwise notified us in writing prior to the date of entry into force of said changes and amendments. Within a one-month notice period, you have a right to terminate any agreement immediately and free of charge.

Please note that under certain circumstances, whenever and to whichever extent permissible by law, it may be necessary for changes and amendments to take immediate effect or otherwise enter into force within a period shorter than a one-month notice. In such an event, you shall be notified of the changes and amendments taking effect immediately and be informed of your right to terminate the agreement immediately and discontinue your use of our Services and Site.

Previous versions of these Terms and other agreements shall be made available to you on our Site for your consideration.

8.5. Taxes

We do not not control nor determine whether you are subject to the payment of applicable taxes in any jurisdiction outside of Estonia, as well as the procedures and obligations related to withholding, reporting, and collecting taxes to and with the relevant competent authorities in the country of your tax residence outside of Estonia.

8.6. Relationship with Law Enforcement

We may engage in correspondence and communication with law enforcement authorities, including courts, regulators and policymakers. We may initiate such correspondence or communication at our own discretion in connection with your use of our Services, or be required to respond to request, inquiry or order of the above-mentioned law enforcement authorities in accordance with applicable legislation.

8.7. Transfer and Assignment

These Terms refer to and are applicable exclusively to you. Any rights, licenses, obligations and interests may not be assigned to or transferred to any other person, natural or legal, at any time or in any part. Any transfer or assignment of our rights, licenses, obligations and interests under these Terms may be done at our own discretion only in an event or under circumstances concerning corporate matters of reorganisation, including but not limited to mergers and acquisitions, given the effect of such reorganisation matter does not result in negative implications for the quality of our Services.

8.8. Relationship of the Parties

For the purposes of these Terms, the relationship between Aotopay and you is of contractual nature only. There Terms shall not be used to arrange, prove or otherwise initiate any partnership, joint venture, agency, consultancy or trusteeship relations between Aotopay and you and any of the above-mentioned relations shall be negotiated on a separate basis and applicable terms notwithstanding the given Terms.

8.9. Force Majeure

You agree and acknowledge that we shall not be liable for any performance failures, events of downtime, interruptions, unavailability of our Site and Services, as well as other malfunctions and delays resulting from any event or cause occurring regardless of our forecasting and beyond our direct and indirect control, including but not limited to war, acts of God, natural and nuclear disasters, epidemic and pandemic, acts of military and civil authorities, terrorism, sabotage, strike or other relevant labour dispute, accident, proclamation and enforcement of state of emergency, malfunction of any soft- and hardware, communication lines and means, Internet and network service providers, as well as the imposition of international or national financial sanctions on any natural or legal entity, including you.

8.10. Entire Agreement

These Terms as well other Aotopay agreements adopted therein shall comprise and be perceived as entire agreement between Aotopay and you and shall therefore supersede and prevail over any perceptions, discussions, agreements, inducements, or understandings of any kind or nature, whether written or oral.

8.11. Severability

You agree and acknowledge that in an event of any of the provision of these Terms shall be invalid or unenforceable due to the amendments and entering into force of new redactions of the law, regulation, and other legislation of any competent authority of Republic of Estonia, we shall alter the contents of said provisions to adhere its subject matter, validity and enforceability to applicable law given its latest amendments. Furthermore, the validity and enforceability of other provisions of these Terms shall not be affected.

8.12. Change of Control

You acknowledge that in an event of Aotopay acquisition, merger or transfer to any third party legal entity, you data, including personal data, may be shared with the said third party in regards to the rights arising from any such acquisition, merger or transfer.

8.13. Survival

All provisions that, by nature of applicable law and to the extent permissible by it, survive termination or expiration of these Terms, including but not limited to termination of business relationship, debts owed to us, general use clauses and provisions, etc., shall remain binding and enforceable after the termination or expiration of these Terms.

8.14. Language

The language of these Terms presented to you in the original form is English. Any translation, including machine-made translations by third party tools and applications as well as versions of these Terms in other languages provided by us or other third parties, shall be made available to you for your understanding and perception and shall not be regarded as accurate interpretation or representation of original provisions. In case of any divergence from or inconsistency with the English language version of these Terms, the English language version shall prevail.

8.15. Governing Law and Jurisdiction

The provision of these Terms as well as the relationship between you and us shall be governed by laws of Republic of Estonia.

9. FEEDBACK AND COMMUNICATION

For any inquiries, questions, feedback, or complaints, please contact us by any of the means provided below:

• Contact our Customer Support at: info@aotopay.com;
• Write to us at: Roseni 13, 10111 Tallinn, Estonia;
• Call Customer Support at: +372 609 3416

ANNEX 1: PROHIBITED BUSINESSES

This Annex is applicable as an addition to Section 4.4 on Prohibited Use of the Terms and shall be perceived in conjunction with the said Section. Please note that the list below is non-exhaustive and may be altered, modified and expanded in connection to the amendments in applicable legal acts and other factors and shall therefore be representative only. If you are not sure whether your business falls within the scope of the below-mentioned business activities, please contact us at: info@Aotopay.com.

By engaging with our Services, you warrant and acknowledge that may not use our Services for the business activities, which include but are not limited to:

• Illegal business activities: business activities involving fields and acts prohibited by any law, regulation, statute or ordinance; acts encouraging, instructing or aiding others to partake and engage in any activity prohibited by law;
• Infringement of Intellectual Property rights: business activities that infringe any patent, copyright or trademark registered in accordance with applicable law, or violate other relevant intellectual property rights, e.g. producing, selling, distributing and promoting counterfeit visual, video and audio material, software, duly registered inventions without official authorization from the patent holder, or any other material subject to licensing and intellectual property rights;
• Drugs and Drug Paraphernalia: sale and distribution of controlled substances and any products designed for making and consuming drugs (bongs, vaporisers, hookahs), or otherwise concealing drugs;
• Unregulated and unlicensed Goods and Services: provision of service and sale of goods subject to specific licensing and authorization rules and regulations without obtaining any such license or authorization in question (e.g. sale of tobacco, cigarettes (including e-cigarettes), e-liquids; sale of precious metals and stones; online pharmacies, including sale of prescription medication; sale of weapons, firearms, munitions, gunpowder, and other explosives; sale of fireworks and other pyrotechnics; sale, purchase and distribution of toxic, flammable, and radioactive materials; oil and gas industries; extractive industry);
• Illicit Substances and Pseudo-Pharmaceuticals: sale of any product or substance that present risk to consumer safety, or make misleading or unsupported claims that have not been confirmed and verified by competent authority in the applicable country and/or obtained relevant certifications and/or licenses;
• Counterfeit or Stolen Goods: sale of counterfeit designer products distributed by unauthorized and unlicensed retailer/reseller; sale of replicas; sale of goods that have been imported or exported illegally; sale of stolen goods;
• Restricted Financial Services: check cashing; bail bonds; collection agencies;
• Unlicensed Providers of Services in Regulated Industries: including unlicensed foreign exchange providers, unlicensed lotteries and gambling;
• Adult Content and Services: pornographic materials; online and offline stores offering sale of sex-related goods; services involving escort and prostitution; adult live chats and pay-per-view adult websites;
• Fraudulent Financial Schemes: multi-level marketing, pyramid or Ponzi schemes, referral marketing;
• Goods and Service Providers engaging in unfair, misleading, and aggressive commercial practices: any merchant or service provider that, at our sole discretion, implements means of harassment, coercion, including by means of physical force, or undue influence impairing consumers’ freedom of choice or conduct;
• Other High-Risk Businesses: any businesses that are determined by us to be of high-risk profile on the basis of applicable laws and regulations, including legal requirements of RahaPTS, and that we subsequently believe to be pose elevated financial and/or legal risk of liability, violations and crime.

ANNEX 2: HIGH-RISK AND PROHIBITED STATES, TERRITORIES AND JURISDICTIONS

This Annex is applicable as an addition to Section 1 of the Terms and shall be perceived in conjunction with the said Section. Please note that the list below is non-exhaustive and may be altered, modified and expanded in connection to the amendments in applicable legal acts and other factors and shall therefore be representative only. If you are not sure whether your state or jurisdiction falls within the scope of the below-mentioned list, please contact us at: info@Aotopay.com.